Equity Incentive Plans and Warrants

9 Months Ended

Sep. 30, 2025

Equity Incentive Plans and Warrants [Abstract]

Equity Incentive Plans and Warrants

(11)

Equity Incentive Plans and Warrants

Stock-Based Awards

(a)

Stock Option Plans

Activity under the Company’s stock option plans for the nine months ended September 30, 2025 was as follows:

	Number of options			Weighted average exercise price		Aggregate Intrinsic Value
Outstanding at December 31, 2024	2,974,219		$	1.60
Granted	1,599,915			1.08
Forfeited	(242,608	)		1.10
Outstanding at September 30, 2025	4,331,526		$	1.44	$	—
Vested and exercisable at September 30, 2025	2,000,667		$	1.89	$	—

The intrinsic value represents the amount by which the market price of the underlying stock at September 30, 2025 exceeds the exercise price of an option.

Options granted under the 2021 Stock Option Plan for the nine months ended September 30, 2025 to employees and nonemployees were 1,529,515 and 70,400, respectively and the weighted average exercise prices were $1.09 and $0.98, respectively. The weighted average fair values of the options granted to employees and nonemployees were $0.84 and $0.73, respectively and were estimated using the following Black-Scholes assumptions:

	Employees		Nonemployees
Expected term (in years)	6.06		5.50
Risk‑free interest rate	4.37	%	3.91	%
Dividend yield	—	%	—	%
Expected volatility	91.16	%	90.77	%

No options were exercised for the nine months ended September 30, 2025 under our stock option plans.

On June 25, 2025, Femasys stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance by 3,000,000. As of September 30, 2025, the total number of shares of common stock reserved for future awards under the 2021 Stock Option Plan was 3,200,591.

(b)

Inducement Grants

Since 2023, the Company has granted 250,000 inducement grants, a stock option grant to certain employees for the right to purchase shares, which were approved by the Compensation Committee. The inducement grants vest in equal installments over four years provided the employee remains employed by the Company on the vesting date. In the first quarter of 2025, there were 100,000 options forfeited. In the second quarter of 2025, there was a grant of 100,000 options.

The inducement grants are summarized as follows:

	Number of options			Weighted average exercise price	Weighted average remaining life years
Outstanding at December 31, 2024	250,000		$	1.89	8.07
Granted	100,000			0.90	9.73
Forfeited	(100,000	)		1.10	—
Outstanding at September 30, 2025	250,000		$	1.81	7.86
Vested and exercisable at September 30, 2025	100,000		$	2.56	6.57

(c)

Share-Based Compensation Expense

The following table shows the share-based compensation expense related to vested stock option grants to employees and nonemployees by financial statement line item on the accompanying condensed statements of comprehensive loss:

	Three Months Ended September 30,			Nine Months Ended September 30,
		2025	2024		2025	2024
Research and development	$	65,625	49,800		270,847	114,437
Sales and marketing		19,047	18,895		30,034	43,659
General and administrative		89,842	59,711		422,841	151,908
Total share-based compensation expense	$	174,514	128,406		723,722	310,004

As of September 30, 2025, the remaining share-based compensation expense that is expected to be recognized in future periods for employees and nonemployees is $1,692,530, which includes $155,222 of compensation expense to be recognized upon achieving certain performance conditions. For service-based awards, the $1,537,308 of unrecognized expense is expected to be recognized over a weighted average period of 2.7 years.

(d)

Employee Stock Purchase Plan (ESPP)

For the nine months ended September 30, 2025, 49,247 shares of common stock were issued under the Company’s ESPP at a fair value of $40,875. For the nine months ended September 30, 2024, 12,081 shares of common stock were issued under the Company’s ESPP at a fair value of $10,390. As of September 30, 2025, the total number of shares of common stock reserved for future awards under the ESPP was 719,668.