Compensation Committee Interlocks and Insider Participation
Nonelower-priced stocks to their clients. Further, the nature of trading commissions, which are often set at a fixed price, tend to have an adverse impact on holders of lower-priced securities because the brokerage commissions on a sale of lower-priced securities generally represent a higher percentage of the memberssales prices than the commissions on relatively higher-priced securities, which may discourage trading in such lower-priced stocks. Moreover, a reduction in outstanding shares would reduce the actual transaction costs imposed on those investors who pay commissions on trades of our compensation committee is an officer or onecommon stock based on the number of shares actually traded. The combination of lower transaction costs and increased interest from institutional investors and investment funds could ultimately improve the trading liquidity of our employees. Nonecommon stock, which we believe would benefit all stockholders.
Decrease Price Volatility. The board of our executive officers currently serves, ordirectors believes that the intended increase in the past three years has served,stock price as a memberresult of the Reverse Stock Split could decrease price volatility, as currently small changes in the price of common stock result in relatively large percentage changes in the stock price.
Current and Future Equity Financing. As of the Record Date, we had approximately 178,953,168 authorized shares of common stock available for future issuance. The Company may need to raise equity capital to have the necessary cash resources to fund operations. A Reverse Stock Split would provide the Company with additional authorized but unissued shares of common stock available which would provide the board of directors with flexibility to use our common stock for business and/or compensation committee (or other board committee performing equivalent functions or,financial purposes, as well as to accommodate the shares of our common stock to be authorized and reserved for future equity awards.
Certain Risks Associated with the Reverse Stock Split
There can be no assurance that the Reverse Stock Split, if completed, will result in the absenceintended benefits described above, including:
The Reverse Stock Split may not increase the price of any such committee,common stock. Although the entire board of directors) of any entity that has one or more executive officers serving on our board of directors expects that the Reverse Stock Split will result in an increase in the price of our common stock, the effect of the Reverse Stock Split cannot be predicted with certainty. Other factors, such as our financial results, the clinical development of our product candidates, market conditions and the market perception of our business, may adversely affect the stock price. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefit described above, that the stock price will increase following the Reverse Stock Split or compensation committee.that the stock price will not decrease in the future.
Compensation Committee Report
Our compensation committee has reviewedThe Reverse Stock Split will facilitate the sale of additional shares of common stock which will dilute the ownership interest of existing holders of our common stock. We may need to raise capital by issuing additional shares of common stock, to have the necessary cash resources to fund operations. We are authorized in our Certificate of Incorporation to issue up to a total of 200,000,000 shares of common stock. As of July 28, 2023, we had 15,190,376 issued shares (including treasury shares) and discussed178,953,168 shares available for future issuance. The Reverse Stock Split will reduce the Executive Compensation information contained in this proxy statement with management. Based on our compensation committee’s reviewnumber of issued shares of common stock and discussions with management, our compensation committee recommended to ourincrease the shares of common stock available for future issuance by the Company. For example, if the board of directors adopts a 1-for-25 Final Ratio, the shares of common stock issued (including treasury shares) as of July 28, 2023 prior to the Reverse Stock Split, will be reduced to approximately 607,615 issued shares of common stock (including treasury shares) post-Reverse Stock Split. In such a scenario, we would have 199,158,127 shares of common stock available for future issuance. All authorized but unissued shares that the compensation information be included in this proxy statement.
This report is submittedare not reserved for issuance would remain available for issuance by the members of the compensation committee of the Board of Directors:
Submitted by the Compensation Committee
Charles Larsen
Wendy Perrow
John Adams, Jr.
Insider Trading Policy; Employee, Officer and Director Hedging
Our executive officers, employees, and directors are subject to our insider trading policy. Femasys does not have a standalone anti-hedging policy.
Board and Committee Meetings and Attendance
Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2022, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served. The board of directors held 6 board meetings during the fiscal year ended December 31, 2022.
Board Attendance at Annual Meeting of Stockholders
Our policy is to invite and encourage each member of our board of directors to be presentraise equity capital, at our annual meetingsany time, at the board of stockholders. All ofdirectors’ discretion. If the members of our board of directors were present at our 2022 annual meetingto authorize the issuance of stockholders.
Communication with Directors
Stockholders and interested parties who wish to communicate with our boardany such shares, such issuances would dilute the ownership interests of directors, non-management membersexisting holders of our board of directors as a group, a committeecommon stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our board of directors or a specific memberfuture offerings. Thus, holders of our boardcommon stock bear the risk that our future offerings will dilute their stockholdings in us.
Following the Reverse Stock Split, a “short squeeze” due to a sudden increase in demand for shares of directorsour common stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze may lead to extreme price volatility in the shares of our common stock. As a result of the Reverse Stock Split, the total issued shares of common stock (including our Chairman and independent directors) may do sotreasury shares) will be reduced by letters addressedthe Final Ratio. For example, if the Board adopts a 1-for-25 Final Ratio, the 15,190,376 shares of common stock issued (including treasury shares) as of July 28, 2023 prior to the attentionReverse Stock Split will be reduced to approximately 607,615 issued shares of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The address for these communications is:
Femasys Inc.
3950 Johns Creek Court, Suite 100common stock (including treasury shares) post-Reverse Stock Split. Investors may
Suwanee, Georgia 30024
Attn: Corporate Secretary
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the investor section