SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Femasys Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
11-3713499
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(Address of principal executive offices) (Zip Code)
FEMASYS INC. 2021 EQUITY INCENTIVE PLAN
FEMASYS INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
Kathy Lee-Sepsick
President and Chief Executive Officer
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(770) 500-3910
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
David S. Rosenthal, Esq.
Anna Tomczyk Esq.
Dechert LLP
1095 Avenue of Americas
New York, New York 10036
(212) 698-3616
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
| |
Emerging growth company ☒
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☒
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities
and Exchange Commission (the “Commission”) to register 472,166 additional shares of common stock under the Femasys Inc. 2021 Equity Incentive Plan and 118,041 additional shares of common stock under the Femasys Inc. Employee Stock Purchase Plan
pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s
registration statement on Form S-8 filed with the Commission on June 22, 2021 (Registration No. 333-257284).
EXHIBIT INDEX
|
|
|
|
| |
|
|
|
|
|
Opinion of Dechert LLP.
|
| |
|
|
|
|
|
Consent of Dechert LLP (included in Exhibit 5.1).
|
| |
|
|
|
|
|
Consent of KPMG LLP.
|
| |
|
|
|
|
|
Power of Attorney (included on signature page).
|
| |
|
|
|
|
|
Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder (Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form S-1 (File No. 333-256156) filed May 14, 2021).
|
| |
|
|
|
|
|
Femasys Inc. 2021 Employee Stock Purchase Plan (Incorporated
by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 (File No. 333-256156) filed May 14, 2021).
|
| |
|
|
|
|
|
Filing Fee Table
|
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee, State of Georgia day of March 24, 2022.
| |
FEMASYS INC.
|
| |
|
| |
By:
|
/s/ Kathy Lee-Sepsick
|
|
| |
|
Kathy Lee-Sepsick
|
| |
|
Chief Executive Officer and President
|
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Kathy Lee-Sepsick and Dov Elefant, and each of them, as his or her true and lawful
attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to sign any Registration Statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments
thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities held and on the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
| /s/ Kathy Lee-Sepsick |
|
Chair of the Board of Directors, President and
|
|
March 24, 2022
|
|
Kathy Lee-Sepsick
|
|
Chief Executive Officer (principal executive officer)
|
|
|
|
|
|
|
|
|
/s/ Dov Elefant
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
March 24, 2022
|
|
Dov Elefant
|
|
|
|
|
|
|
|
|
|
|
/s/ John Adams, Jr.
|
|
Director
|
|
March 24, 2022
|
|
John Adams, Jr.
|
|
|
|
|
|
|
|
|
|
|
/s/ John Dyett
|
|
Director
|
|
March 24, 2022
|
|
John Dyett
|
|
|
|
|
|
|
|
|
|
|
/s/ Charles Larsen
|
|
Director
|
|
March 24, 2022
|
|
Charles Larsen
|
|
|
|
|
|
|
|
|
|
|
/s/ Anne Morrissey
|
|
Director
|
|
March 24, 2022
|
|
Anne Morrissey
|
|
|
|
|
|
|
|
|
|
|
/s/ Edward Uzialko, Jr.
|
|
Director
|
|
March 24, 2022
|
|
Edward Uzialko, Jr.
|
|
|
|
|
|
|
|
|
|
|
/s/ Wendy Perrow
|
|
Director
|
|
March 24, 2022
|
|
Wendy Perrow
|
|
|
|
|