Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Effective January 19, 2022, the Board of Directors of Femasys Inc. (the "Company") accepted William Witte's resignation from the Board of Directors. Mr. Witte's resignation did not result from any disagreement with the Company. In connection with Mr. Witte's resignation, the Board of Directors elected Wendy Perrow as a director of the Company. There are no arrangements or understandings between Ms. Perrow and any other persons pursuant to which Ms. Perrow was elected as a director of the Company. Ms. Perrow will be entitled to the applicable annual retainer and equity awards pursuant to the Company's director compensation policy, under terms consistent with those previously disclosed by the Company. Ms. Perrow will also be entitled to enter into an indemnification agreement with the Company. Ms. Perrow will hold office as a Class II director for a term expiring at the annual meeting following the year ending December 31, 2022 and will serve on the Compensation Committee of the Company. In addition, effective January 19, 2022, Anne Morrisey, a current member of the Board of Directors, was appointed by the Board of Directors to serve on the Nominating and Governance Committee.

Ms. Perrow serves as a Senior Advisor at Princeton Capital Advisors, a global independent advisory firm, and she is a member of the board of advisors for the Maryland Momentum Fund. Previously, she served as Chief Executive Officer and Board Member of AsclepiX Therapeutics, Inc. from 2016 to 2020. She was the Vice President of Marketing and then Chief Executive Officer of Alba Therapeutics, Inc. from 2008-2016. Previously, she served as Vice President, Marketing & Sales for Sigma-Tau Pharmaceuticals focusing on rare and orphan disease products. She also held positions with Merck & Co. in U.S. and global marketing where she led U.S. and global launches/initiatives for Zocor®, Varivax®, Cozaar®, and Hyzaar®. Ms. Perrow began her career in a division of the Johnson & Johnson Company. Ms. Perrow also serves as member of the Maryland Life Sciences Advisory Board, the Maryland TEDCO review board of the Maryland Innovation Initiative, and Women in Bio. Ms. Perrow is a graduate of Duke University, The Fuqua School of Business with an MBA and Eastern Illinois University with a BS in Education. The Board of Directors believes that Ms. Perrow is qualified to serve on the Board of Directors due to her extensive experience as a biotechnology entrepreneur and leader for innovative biotech and pharmaceutical ventures, as well as her leadership experience in expediting growth, profitability, and fundraising.




Item 8.01. Other Events

On January 20, 2022, the Company issued a press release announcing the appointment of Ms. Perrow as a member of the Company's Board of Directors. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
  No.                          Description

  99.1     Press Release of Femasys Inc. dated January 20, 2022

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