SCHEDULE: Alumni Capital Discloses 9.99% Stake in Femasys

Alumni Capital LP, along with its general partner and controlling person, has disclosed a 9.99% beneficial ownership stake in Femasys, Inc. through a combination of a purchase agreement and warrants.

Summary

• Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, "Reporting Persons") have disclosed beneficial ownership of 4,773,579 shares of Femasys, Inc. common stock, representing 9.99% of the outstanding class.
• This reported percentage reflects the maximum potential beneficial ownership if certain ownership limitations (initially 4.99%) are increased to 9.99% as permitted by the underlying agreements.
• The ownership is derived from a Purchase Agreement dated June 30, 2025, a Common Warrant dated August 27, 2025, and a Pre-Funded Warrant dated August 27, 2025.
• As of the filing date, Alumni Capital LP directly owns 931,900 shares and has the right to acquire an additional 1,327,018 shares upon exercise of outstanding warrants, subject to the initial 4.99% ownership limitation.

Sentiment

Score: 7

Explanation: The disclosure of a significant beneficial ownership stake by an institutional investor, coupled with agreements for potential further investment, generally indicates a positive signal of confidence in the company. However, the current ownership limitations and the discretionary nature of the purchase agreement introduce some caveats.

Positives

• A significant investment by Alumni Capital LP, an institutional investor, could signal confidence in Femasys's future prospects.
• The Purchase Agreement and Warrants provide Femasys with a potential source of capital.
• The flexibility for Alumni Capital LP to increase beneficial ownership up to 9.99% suggests a long-term interest in the company.

Negatives

• The initial 4.99% ownership limitation on warrant exercise and purchase agreement obligations could restrict the immediate capital infusion or the investor's ability to quickly increase its stake without further action.
• The 'at the Issuer's sole discretion' clause for the Purchase Agreement means Femasys controls when Alumni Capital may be required to purchase shares, which could introduce uncertainty for the investor.

Risks

• The reported 9.99% beneficial ownership is a potential maximum, contingent on the Reporting Persons increasing their ownership limitations from 4.99% to 9.99% and the full acquisition of shares under the Purchase Agreement and warrants.
• The actual current beneficial ownership is lower, comprising 931,900 directly owned shares and 1,327,018 shares acquirable via warrants, subject to the initial 4.99% limitation.
• The Purchase Agreement allows Femasys, Inc. sole discretion to require Alumni Capital LP to purchase shares, introducing uncertainty regarding the timing and extent of future capital infusions.
• The Reporting Persons explicitly state that the securities were not acquired for the purpose of changing or influencing control of the issuer, which may limit the potential for activist-driven value creation.

Future Outlook

Alumni Capital LP has the option to increase its beneficial ownership in Femasys, Inc. from the current 4.99% limitation to 9.99% by providing written notice or through mutual agreement with the Issuer, indicating potential for increased investment. Femasys, at its sole discretion, may require Alumni Capital to purchase additional shares under the Purchase Agreement.

Industry Context

NA

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor taking a stake could be viewed positively, potentially increasing investor confidence and liquidity. The potential for future capital raises could also be beneficial for the company's growth.
• Company (Femasys): Gains a potential source of capital through the Purchase Agreement and warrant exercises, which can support operations and strategic initiatives.

Next Steps

• Alumni Capital LP may provide written notice to Femasys, Inc. to increase its ownership limitation from 4.99% to 9.99%.
• Alumni Capital LP may exercise its Common Warrants and Pre-Funded Warrants to acquire additional shares.
• Femasys, Inc. may, at its sole discretion, require Alumni Capital LP to purchase shares under the Purchase Agreement.

Key Dates

Recommendation

The filing indicates a significant institutional investment and potential for future capital, which are generally positive. However, the reported 9.99% beneficial ownership is a potential maximum, not the current actual stake, and the capital raise is subject to limitations and the issuer's discretion. Without further financial details or strategic announcements from Femasys, a 'hold' recommendation is prudent, awaiting more clarity on the impact of these agreements and the company's performance.

Keywords

Femasys Inc., Alumni Capital LP, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Purchase Agreement, Institutional Investor, SEC Filing