PMCB — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-29

• On November 17, 2023, the Board formed the Strategic Scientific Committee (the “Scientific Committee”), chaired by Dr. Michael Abecassis. The Scientific Committee and our independent consultants are reviewing many of the risks relative to our business. In addition, the Board is reviewing risks assoc…

Text removed vs the prior filing · source: 10-K · 2025-08-11

• During the year ended April 30, 2024, we determined that research and development in the treatment of diabetes would no longer be pursued.

• On November 17, 2023, the Board formed the Strategic Scientific Committee (the “Scientific Committee”), chaired by Dr. Michael Abecassis. The Scientific Committee and our independent consultants are reviewing many of the risks relative to our business. In addition, the Board is reviewing risks assoc…

• On February 10, 2025, President Trump issued Executive Order 14209, which mandates a 180-day pause on new FCPA investigations and enforcement actions by the Department of Justice (DOJ), with limited exceptions. The order also directs a comprehensive review of FCPA enforcement guidelines, potentially…

Text added vs the prior filing · source: 10-K · 2026-07-29

• U.S. government shutdowns, reductions in FDA staffing and funding, or other disruptions to FDA operations could further delay the lifting of the clinical hold on our IND and materially harm our business.

• Our ability to advance our product candidates depends entirely on the FDA’s willingness and capacity to engage with us, review our submissions, and ultimately lift the clinical hold on our IND. The FDA’s ability to perform these functions may be adversely affected by a variety of factors beyond our …

• Furthermore, application of newly developed artificial intelligence and other technologies by our competitors may increase the volume of regulatory submissions to the FDA, potentially straining the agency’s review capacity and further extending review timelines for all applicants, including us. Any …

• Rapid advances in artificial intelligence by our competitors and third parties may place us at a competitive disadvantage, and the use of AI technologies by our employees, consultants, or service providers could expose us to additional risks.

• We do not currently develop, deploy, or rely upon artificial intelligence (“AI”) technologies in our drug discovery, preclinical development, or business operations. However, many of our competitors and other companies in the biotechnology and pharmaceutical industries are increasingly using AI and …

Text removed vs the prior filing · source: 10-K · 2025-08-11

• · Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations and the financial condition of the third parties on which we rely, including Austrianova.

• In order to remain listed on Nasdaq, we will be required to meet the continued listing requirements of Nasdaq or any other U.S. or nationally recognized stock exchange to which we may apply and be approved for listing. We may be unable to satisfy these continued listing requirements, and there is no…

• We may obtain additional capital through the issuance of preferred stock, which may limit your rights as a holder of our common stock.

• Without any stockholder vote or action, our Board may designate and approve for issuance shares of our preferred stock. The terms of any preferred stock may include priority claims to assets and dividends and special voting rights which could limit the rights of the holders of our common stock. The …

• The Femasys Notes are convertible at a conversion price of $1.18 per share. To the extent we convert the Notes when the market price of the Femasys Shares is lower than the conversion price, we may realize a loss equal to the difference between the conversion price and the market price. Femasys may …

Text added vs the prior filing · source: 10-K · 2026-07-29

• We perform an annual analysis of impairment of the indefinite-lived assets at our fiscal year end as well as when a triggering event may have occurred. As of April 30, 2025, the intangible asset held by us relates to an IPR&D asset, the cells producing cytochrome P450, used in the treatment of pancr…

• On August 17, 2025, we entered into a Securities Purchase Agreement (the “Series C Private Placement Agreement”) with certain accredited investors (the “Investors”) in a private placement (the “Series C Private Placement”) of (i) an aggregate of 7,000 shares of our newly designated Series C converti…

• In connection with the Series C Private Placement, pursuant to an Engagement Letter (the “Engagement Letter”) between us and the Series C placement agent (the “Placement Agent”), we agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds from the Series C Private Placeme…

• The terms of the Series C Preferred Stock are as set forth in the form of Certificate of Designations (the “Series C Certificate of Designations”). The Series C Preferred Stock are convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initi…

• The holders of the Series C Preferred Stock will be entitled to dividends of 7% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificate of Designations), the Series C Preferred Stock …

Text removed vs the prior filing · source: 10-K · 2025-08-11

• On May 9, 2023, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we issued and sold, in a private placement (the “PIPE”), an aggregate of (i) 35,000 Series B Preferred Shares, initially convertible into up to 8,750,000 shares of common stock at a c…

• In connection with the PIPE, we entered into a registration rights agreement, pursuant to which we filed a Registration Statement on Form S-3 (File No. 333-272569) to register the resale of the shares underlying the Series B Preferred Shares and the PIPE Warrants. Such Registration Statement was dec…

• The terms of the Preferred Shares are as set forth in a Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of the State of Nevada on May 10, 2023. The Preferred Shares are convertible into common stock (the “Conversion Shares”) at the election of the …

• The holders of the Preferred Shares are entitled to dividends of 4% per annum, compounded monthly, which are payable in cash or shares of common stock at our option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event …

• Notwithstanding the foregoing, our ability to settle conversions and make amortization payments using shares of common stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that our s…