UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

FEMASYS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 30, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Femasys Inc. to be held on Wednesday, June 24, 2026 at 9:00 a.m. Eastern Daylight Time at the offices of Femasys Inc. at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024. Please note that if you plan to attend the Annual Meeting in person, photographic identification will be required for admission.

Please use this opportunity to take part in our affairs by voting on the business to come before the Annual Meeting. Only stockholders of record at the close of business on April 27, 2026 may vote at the Annual Meeting and any postponements or adjournments of the Annual Meeting. All stockholders are cordially invited to participate in the Annual Meeting and any postponements or adjournments of the Annual Meeting.

Your vote is important. We are primarily providing access to our proxy materials over the internet pursuant to the Securities and Exchange Commission’s notice and access rules. On or about April 30, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2026 Proxy Statement and 2025 Annual Report on the internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the Notice of Annual Meeting, proxy statement and proxy card.

Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your Notice, or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: 1) over the internet at www.proxyvote.com, 2) by telephone by calling the toll-free number 1-800-690-6903, or 3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Sincerely,

/s/ Kathy Lee-Sepsick
Kathy Lee-Sepsick
Founder, President and Chief Executive Officer

FEMASYS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 30, 2026

Time and Date:	June 24, 2026 at 9:00 a.m. Eastern Daylight Time.

Place:	The Annual Meeting will be held on Wednesday, June 24, 2026 at 9:00 a.m. Eastern Daylight Time at 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024.

Items of Business:	1.	Elect two Class II directors listed in the accompanying proxy statement, to serve a three-year term expiring at the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

	2.	Ratify the appointment of KPMG LLP as the independent registered public accounting firm of Femasys Inc. for the fiscal year ending December 31, 2026.

	3.	Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:	Only holders of record of common stock at the close of business on April 27, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Proxy Voting:	With respect to all matters that will come before the Annual Meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 27, 2026, the record date.

	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website https://ir.femasys.com/overview/ or, if you are a registered holder, contact our transfer agent, Broadridge Investor Communication Solutions, Inc., by telephone at (844) 998-0339, or by email at shareholder@broadridge.com. If you wish to contact us by mail:

		Regular Mail
		Broadridge Shareholder Services
		c/o Broadridge Corporate Issuer Solutions
		P.O. Box 1342
		Brentwood, NY 11717

		Overnight Mail
		Broadridge Shareholder Services
		c/o Broadridge Corporate Issuer Solutions
		1155 Long Island Avenue
		Edgewood, NY 11717-8309

We are primarily providing access to our proxy materials over the internet pursuant to the Securities and Exchange Commission’s notice and access rules. On or about April 30, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2026 Proxy Statement and 2025 Annual Report on the internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the Notice of Annual Meeting, proxy statement and proxy card.

ATTN: IWS


By Order of the Board of Directors,

/s/ Kathy Lee-Sepsick
Kathy Lee-Sepsick
Founder, President and Chief Executive Officer

TABLE OF CONTENTS

	Page
INFORMATION ABOUT SOLICITATION AND VOTING	1
QUESTIONS AND ANSWERS ABOUT THE MEETING	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	10
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	16
PROPOSAL ONE: ELECTION OF DIRECTORS	17
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
EXECUTIVE OFFICERS	25
EXECUTIVE COMPENSATION	26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	30
REPORT OF THE AUDIT COMMITTEE	31
ADDITIONAL INFORMATION	32
OTHER MATTERS	33

Name	Age	Position	Director Since
Charles Larsen	74	Director and Director Nominee	October 2015
Kenneth Eichenbaum	49	Director and Director Nominee	March 2026

Name	Fees Earned or Paid in Cash ($)		Awards⁽¹⁾ ($)		All Other Compensation ($)		Total ($)
Charles Larsen		115,000		12,813		—		127,813
Alistair Milnes		66,875		12,813		—		79,688
Joshua Silverman ⁽²⁾		45,000		12,813		—		57,813
Edward Uzialko		56,875		12,813		—		69,688

	Annual Retainer
Board of Directors:
Members	$	40,000
Additional retainer for non-executive chair, if any	$	35,000
Audit Committee:
Members (other than chair)	$	10,000
Retainer for chair	$	20,000
Compensation Committee:
Members (other than chair)	$	7,500
Retainer for chair	$	15,000
Nominating and Corporate Governance Committee:
Members (other than chair)	$	5,000
Retainer for chair	$	10,000

	Year Ended December 31,
	2025		2024
Audit fees⁽¹⁾	$	567,246	$	495,573
Tax fees⁽²⁾		71,950		68,315
Total fees	$	639,196	$	563,888

	Number of Shares Beneficially Owned (#)		Percentage of Shares Beneficially Owned (%)
Name and Address of Beneficial Owner 5% Stockholders:
PharmaCyte Biotech, Inc.⁽¹⁾		4,932,825		7.63	%
Dauntless Investment Group, LLC⁽²⁾		6,330,737		9.99	%
Jorey Chernett⁽³⁾		6,245,144		9.99	%
Named executive officers and directors:
Kathy Lee-Sepsick⁽⁴⁾		1,813,853		2.94	%
Dov Elefant⁽⁵⁾		769,542		1.26	%
Daniel Currie⁽⁶⁾		109,240		*
Charles Larsen⁽⁷⁾		262,944		*
Alistair Milnes⁽⁸⁾		34,600		*
Edward Uzialko, Jr.⁽⁹⁾		1,252,006		2.07	%
Kenneth Eichenbaum⁽¹⁰⁾		542,085		*
All executive officers and directors as a group (9 individuals)		4,912,110		7.75	%

Name and Principal Position	Year	Salary ($)	Bonus ($)	Awards⁽¹⁾ ($)	All other compensation⁽²⁾ ($)	Total ($)
Kathy Lee-Sepsick President and Chief Executive Officer	2025	542,000	162,600	398,520	37,984	1,141,104
Kathy Lee-Sepsick President and Chief Executive Officer	2024	542,000	81,300	139,117	37,917	800,334
Daniel Currie⁽⁵⁾ Chief Operating Officer	2025	383,975	—	184,065	70,730⁽³⁾	638,770
Daniel Currie⁽⁵⁾ Chief Operating Officer	2024	400,670	48,668	42,027	31,917	529,282
Dov Elefant Chief Financial Officer	2025	432,600	97,335	148,888	64,429⁽⁴⁾	743,252
Dov Elefant Chief Financial Officer	2024	432,600	40,067	57,032	76,137⁽⁴⁾	605,836

Name	Grant Date	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Kathy Lee-Sepsick	03/18/2016	—⁽¹⁾	55,556	—	111,111	1.71	03/18/2026
	06/30/2017	06/01/2017⁽²⁾	166,668	—	—	3.24	06/30/2027
	12/13/2019	11/01/2019⁽²⁾	5,556	—	—	6.12	12/13/2029
	01/26/2022	09/22/2023⁽³⁾	100,000	—	—	13.00	01/26/2032
	07/03/2023	07/03/2023⁽²⁾	135,200	135,200	—	0.49	07/03/2033
	07/03/2023	07/03/2023⁽⁴⁾	271,900	—	—	0.49	07/03/2033
	02/01/2024	02/01/2024⁽²⁾	51,225	153,675	—	0.80	02/01/2034
	01/29/2025	01/29/2025⁽⁶⁾	—	59,849	—	1.17	01/29/2035
	01/29/2025	01/29/2025⁽²⁾	—	262,700	—	1.17	01/29/2035
	01/29/2025	01/29/2025⁽⁴⁾	120,353	—	—	1.17	01/29/2035
Daniel Currie	03/18/2016	09/11/2015⁽²⁾	5,556	—	—	1.71	03/18/2026
	06/30/2017	06/01/2017⁽²⁾	27,778	—	—	3.24	06/30/2027
	12/13/2019	11/01/2019⁽²⁾	5,556	—	—	6.12	12/13/2029
	01/25/2022	01/25/2022⁽²⁾	15,000	—	—	3.03	01/25/2032
	01/25/2022	⁽⁵⁾	20,000	—	—	3.03	01/25/2032
	07/03/2023	07/03/2023⁽²⁾	42,300	—	—	0.49	07/03/2033
	07/03/2023	07/03/2023⁽⁴⁾	124,800	—	—	0.49	07/03/2033
	02/01/2024	02/01/2024⁽²⁾	15,475	—	—	0.80	02/01/2034
	01/28/2025	01/28/2025⁽⁶⁾	59,313			1.05	01/28/2035
Dov Elefant	02/28/2022	02/28/2022⁽²⁾	75,000	25,000	—	2.97	02/28/2032
	07/03/2023	07/03/2023⁽²⁾	52,600	52,600	—	0.49	07/03/2033
	07/03/2023	07/03/2023⁽⁴⁾	204,700	—	—	0.49	07/03/2033
	02/01/2024	02/01/2024⁽²⁾	21,000	63,000	—	0.80	02/01/2034
	01/28/2025	01/28/2025⁽²⁾	—	114,300	—	1.05	01/28/2035
	01/28/2025	01/28/2025⁽⁴⁾	72,045	—	—	1.05	01/28/2035

SEC Form DEF 14A filed by Femasys Inc.