UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period

 from to

 Commission file number: 001-40492

 Femasys Inc.

 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 11-3713499

 (State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)

 3950 Johns Creek Court,
 Suite 100

 Suwanee, GA 30024

 ( 770) 500-3910

 (Address of principal executive offices, including zip code)

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, par value $0.001

 FEMY

 NASDAQ Capital Market

 Securities Registered pursuant to Section 12(g) of the Act:

 None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
 Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
 an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
 control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
 the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
 by any of the registrant's executive o cers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
 was last sold, or the average bid and asked price of such common equity, as of June 30, 2023 was $ 6,826,165.

 As of As of April 25, 2024, there were 22,220,718
 shares of the registrant's $0.001 par value common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Auditor Firm PCAOB ID: 185

 Auditor Name: KPMG LLP

 Auditor Location: Atlanta, Georgia

 EXPLANATORY NOTE

 Femasys Inc. (the "Company," "Femasys," "we," "us" or "our") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to amend
 our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on March 28, 2024 (the "Original 10-K"), to (i) include the information required by Items 10 through 14 of
 Part III of Form 10-K and (ii) amend Item 15 of Part IV of the Original 10-K to update the exhibit list. The information required by Items 10 through 14 of Part III of Form 10-K was previously omitted from the Original 10-K in reliance on General
 Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal
 year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information may not be filed by Femasys within 120 days after the end of the fiscal year covered by the
 Form 10-K.

 In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Part III, Items 10 through
 14 of the Original 10-K are hereby amended and restated in their entirety. Additionally, in accordance with Rules 12b-15 and 13a-14 under the Exchange Act, we have amended Part IV, Item 15 to include currently dated certifications pursuant to
 Section 302 of the Sarbanes-Oxley Act of 2002. Since no new financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4,
 and 5 of the certifications have been omitted. Similarly, since no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 Except for the changes to Part III and Item 15 of Part IV, including the filing of related certifications added to the exhibit list in
 Part IV, this Amendment makes no changes to the Original 10-K. This Amendment does not reflect events occurring after the filing of the Original 10-K or modify disclosures affected by subsequent events. Terms used but not otherwise defined in this
 Amendment have such meaning as ascribed to them in the Original 10-K.

 FEMASYS INC.

 FORM 10-K/A

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Information About Our Directors and Executive Officers.

 Board of Directors

 Our Board of Directors (the "Board") currently consists of five directors and is divided into three classes, with staggered three-year
 terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. The table below sets forth our directors as of April 25, 2024. We have also included below a summary of the business experience of each of
 our directors, including a discussion of the qualifications, attributes and skills that led our Board to the conclusion that each of our directors should serve as a director of Femasys.

 Name

 Age

 Position

 Director Since

 Class I Directors:

 Alistair Milnes (1)(2)(6)

 June 2023

 Edward Uzialko, Jr. (1)(2)

 August 2005

 Class II Directors:

 Charles Larsen (3)(4)(5)(7)

 Chairperson

 October 2015

 Joshua Silverman (3)

 November 2023

 Class III Directors:

 Founder, President, Chief Executive Officer and Director

 February 2004

 (1)

 Member of our audit committee

 (2)

 Member of our compensation committee

 (3)

 Member of our nominating and corporate governance committee

 (4)

 Chairperson of our audit committee

 (5)

 Chairperson of our compensation committee

 (6)

 Chairperson of our nominating and corporate governance committee

 (7)

 Chairperson of the Board

 Alistair Milnes has served as a member of our Board since June 2023. Mr. Milnes has served as Chief Operating Officer at Bicycle Therapeutics, a clinical-stage biopharmaceutical company, since January 2022 and previously
 served as Vice President, Human Resources and Communications from January 2021 to December 2021. Previously, he served as Strategic Advisor at Rio Tinto with a focus on transformation, people and communications from January 2020 to December 2020,
 and in roles of increasing responsibility at Gazprom Marketing & Trading Ltd., from 2010 to October 2019, including serving as Director of Global Human Resources and Communications, from December 2017 to October 2019 and Director of Global
 Human Resources from 2013 to November 2017. Mr. Milnes received his B.A. from Edinburgh Napier University.

 Our Board believes that Mr. Milnes is qualified to serve on our Board due to his extensive experience in the life sciences as well as his business and
 leadership experience.

 Edward Uzialko, Jr. has served as a member of
 our Board since August 2005 and was lead investor during the formative years of the Company. Mr. Uzialko was the founder and Chief Executive Officer of Lynk Systems, Inc. from 1991 until it was acquired by Royal Bank of Scotland in 2004. Lynk was a
 provider of merchant payment and ATM processing services to merchants. Mr. Uzialko has also served as the owner and Chief Executive Officer of Mainstream Merchant Services, a merchant processing company, from 2007 until it was acquired. Mr. Uzialko
 also held positions with First Financial Management Corporation and Intercept. Mr. Uzialko attended the Florida Institute of Technology from 1969 to 1973 pursuing a degree in computer science.

 Our Board believes that Mr. Uzialko is qualified to serve on our board due to his experience in the financial technology industry.

 Charles Larsen has served as a member of our Board since October 2015 and as Chairperson of our Board since 2021. Mr. Larsen has over 35 years of operating and technical experience in the medical device industry. He
 co-founded Novoste Corporation in 1992 and The Innovation Factory in 1999 and through his role at The Innovation Factory, he co-founded additional companies, including medical device companies such as Acufocus, Inc., AqueSys Inc., Halscion, Inc.,
 Neuronetics, Inc. and Sebacia, Inc. He holds over 30 issued U.S. and international patents on medical devices. Before joining Novoste, Mr. Larsen held positions with Novoste Puerto Rico, Cordis Corporation, Key Pharmaceuticals and
 Parke-Davis/Warner Lambert in executive, senior engineering and project management roles. Mr. Larsen also serves on the Board of Directors of Acufocus, CardioFocus, Intuity Medical Inc., and Torax Medical, Inc, each specialty medical or medical
 device companies. Mr. Larsen is a graduate of the New Jersey Institute of Technology with a B.S. in Mechanical Engineering.

 Our Board believes that Mr. Larsen is qualified to serve on our Board due to his expertise in medical device companies and technology.

 Joshua Silverman has served as a member of our Board since November 2023. Mr. Silverman has served as the interim Chief Executive Officer, President and Director of PharmaCyte Biotech since 2022. He is the Co-Founder and
 Managing Member of Parkfield Funding LLC and is a former Principal and Managing Partner of Iroquois Capital Management, LLC. Previously, he served as Co-Chief Investment Officer of Iroquois from 2003 until 2016 and Co-Chief Investment Officer of
 Vertical Ventures, LLC from 2000 to 2003. Mr. Silverman served as Assistant Press Secretary to The President of The United States. Mr. Silverman also serves on the boards of directors of Ayro Inc., MYMD Pharmaceuticals, Inc., Petros
 Pharmaceuticals, Inc. and Synaptogenix, Inc. Mr. Silverman received his B.A. from Lehigh University.

 Our Board believes that Mr. Silverman is qualified to serve on our Board due to his extensive experience in the life sciences creating new businesses,
 establishing strategic direction and fundraising, as well as his leadership experience.

 Kathy Lee-Sepsick, our founder, has served as our Chief Executive Officer and President since 2004 and as our Chairperson from 2004 to 2021. Ms. Lee-Sepsick has served as a senior executive in the medical technologies industry
 for nearly three decades, compiling a successful track record in growing emerging companies and corporate operating divisions. She holds over 100 patents globally for Femasys products and product candidates. Ms. Lee-Sepsick was instrumental in
 the various stages of product and company life cycles with strategic, operational, and executive responsibilities, at start-ups Novoste Corporation, developer of intravascular therapy solution and SaluMedica, biomaterial developer of artificial
 cartilage. At the onset of her career, Ms. Lee-Sepsick served in a product management role at Terumo Medical Corporation, where she was integral in the management of strategic partner, Boston Scientific Corporation. Ms. Lee-Sepsick also serves on
 the Board of Directors of Georgia Bio. Ms. Lee-Sepsick is a graduate of Rutgers University with an MBA and a BS in Biochemistry.

 Our Board believes that Ms. Lee-Sepsick is qualified to serve on our Board because of the perspective and experience she brings as our founder and Chief
 Executive Officer and her background in the life sciences industry.

 Family Relationships

 There are no family relationships among any of our directors or executive officers.

 Director Compensation

 Director Compensation Table

 The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a
 non-employee member of our Board during the fiscal year ended December 31, 2023. Ms. Lee-Sepsick is not included in the table below, as she is employed as our President and Chief Executive Officer and receives no compensation for her service as a
 director. The compensation received by Ms. Lee-Sepsick as an employee is shown in "Executive Compensation-Summary Compensation Table" below.

 Name

 Fees

 Earned or

 Paid in

 Cash

 ($)

 Awards (1)

 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 John Adams, Jr. (2)

 20,968

 —

 —

 20,968

 John Dyett (2)

 30,636

 —

 —

 30,636

 Keith Kendall (3)(4)

 26,199

 9,075

 —

 35,274

 Charles Larsen

 108,928

 3,938

 —

 112,866

 Alistair Milnes (3)

 31,444

 9,075

 —

 40,519

 Anne Morrissey (4)

 42,603

 3,938

 —

 46,541

 Wendy Perrow (4)

 39,356

 3,938

 —

 43,294

 Joshua Silverman (5)

 5,000

 12,958

 —

 17,958

 Edward Uzialko

 41,967

 3,938

 —

 45,905

 (1)

 The values shown reflect the grant date fair value of the non-employee director stock option awards computed in accordance with FASB ASC, Topic 718. See Note 10 to the Annual Report on Form 10-K for the year
 ended December 31, 2023, filed with the SEC on March 28, 2024, for a discussion on the relevant assumptions used in the calculation.

 (2)

 Messrs. Adams and Dyett resigned from our Board in June 2023.

 (3)

 Messrs. Kendall and Milnes joined our Board in June 2023.

 (4)

 Mr. Kendall and Mss. Morrissey and Perrow resigned from our Board in November 2023.

 (5)

 Mr. Silverman joined our Board in November 2023.

 Non-Employee Director Compensation Arrangements

 Our non-employee director compensation policy consists of annual retainer fees and long-term equity awards. Under the policy, each
 director who is not an employee will be paid cash compensation as set forth below:

 Annual

 Retainer

 Board of Directors:

 Members

 $

 40,000

 Additional retainer for non-executive chair, if any

 $

 35,000

 Audit Committee:

 Members (other than chair)

 $

 9,000

 Retainer for chair

 $

 20,000

 Compensation Committee:

 Members (other than chair)

 $

 6,000

 Retainer for chair

 $

 15,000

 Nominating and Corporate Governance Committee:

 Members (other than chair)

 $

 5,000

 Retainer for chair

 $

 10,000

 The Board may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the
 form of fully vested and unrestricted shares of common stock in lieu of cash.

 Also, pursuant to this policy, on the date of any annual meeting of our stockholders, we intend to grant each eligible non-employee
 director an award of an option to purchase 17,600 shares of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such annual meeting (or on the last preceding trading day)). The
 terms of each such award will be set forth in a written award agreement between each non-employee director and us, which will generally provide for vesting after one year of continued service as a director. Each such award will vest in full
 immediately prior to the occurrence of a Change in Control (as defined in the Femasys Inc. 2021 Equity Incentive Plan, or the 2021 Plan).

 Also, pursuant to this policy, we intend to grant any eligible new non-employee director who joins the board an award of an option to
 purchase 35,200 shares of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such director's election or appointment (or on the last preceding trading day)). The terms of each
 such award will be set forth in a written award agreement between the non-employee director and us, which will generally provide for vesting in three equal installments following the date of grant (such that such award will vest in full on the
 third anniversary of the date of grant subject to continued service). Each such award will vest in full immediately prior to the occurrence of a Change in Control.

 All cash and equity awards granted under the non-employee director compensation policy will be granted under, and subject to the limits
 of, the 2021 Plan.

 We also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board and
 committees thereof.

 EXECUTIVE OFFICERS

 Our executive officers and their ages as of April 25, 2024 and positions with Femasys are provided in the table below and in the
 additional biographical descriptions set forth in the text below the table.

 Name

 Age

 Position

 Founder, President and Chief Executive Officer and Director

 Dov Elefant

 Chief Financial Officer

 Daniel Currie

 Chief Operating Officer

 Richard Spector

 Chief Commercial Officer

 Christine Thomas

 Senior Vice President, Regulatory and Clinical Affairs

 Our Board chooses our executive officers, who then serve at the discretion of our Board.

 Kathy Lee-Sepsick. For a brief biography of Ms. Lee-Sepsick, please see "Information About Our Directors and Executive Officers – Board of Directors. "

 Dov Elefant has served as our Chief Financial Officer since February 2022. Mr. Elefant served as the Vice President and CFO of Cellectar Biosciences, a late-stage clinical biopharmaceutical company focused on the discovery, development and
 commercialization of targeted cancer drugs, from September 2019 to February 2022. He served as Chief Financial Officer at Akari Therapeutics, Plc from January 2012 to September 2019. Prior to his role at Akari Therapeutics, Plc, he was Chief
 Financial Officer at Althera Medical Ltd. Mr. Elefant holds a B.S. in Accounting from the Sy Syms School of Business at Yeshiva University.

 Daniel Currie has served as our Chief Operating Officer since June 2023 and previously as our Senior Vice President, Operations since 2009 and previously as our Vice President, Operations since 2004. Mr. Currie has over 30 years of
 operational experience in the medical device industry, including assignments at early stage and large established companies. He worked closely with research and development teams, implemented and managed quality systems, spearheaded compliance
 and complaint handling systems at CIBA Vision Corporation. As Head of Quality at Novoste Corporation, he oversaw and was directly involved in design and manufacturing controls, quality auditing (including FDA), evaluating and managing
 subcontractor operations, managing validation systems and performing product evaluations and testing. In addition, Mr. Currie was responsible for evaluating facilities outside the United States capable of manufacturing class III medical devices.
 Once the site was selected, Mr. Currie co-managed a team to establish full manufacturing operations. Mr. Currie is a graduate of Georgia Southern University with a BBA in Economics.

 Richard Spector has served as our Chief Commercial Officer since February 2024. Mr. Spector brings over 25 years of industry experience at both public and private biotechnology companies through various
 stages of commercialization. He has proven expertise in leading functional efforts in sales and marketing, key opinion leader strategy, product/brand development, reimbursement strategy, and strategic efforts. Most recently, he was Chief
 Commercial Officer of Qlibrium (formally Cam-Med Inc.), a wearable device company from September 2019 to February 2024. Prior to this, Mr. Spector was Senior Director, Strategic Alliances at Insulet Corporation from May 2016 to June 2018 and Vice
 President of Global Sales and Partner Development at OvaScience, Inc. (acquired by Millendo Therapeutics, Inc.), where he was responsible for commercialization of their global fertility products. He was also in leadership positions at other
 Women's Health companies, including NeoMatrix, Inc. (acquired by Halo Health Systems), Advanced Radiation Therapy, LLC (acquired by Best Medical International, Inc.) and Cytyc Surgical Products, LLC (acquired by Hologic, Inc.). Mr. Spector holds
 a BS in Business Administration and Marketing from California State University in Sacramento, CA.

 Christine Thomas has served as our Senior Vice President, Regulatory and Clinical Affairs since October 2022. Ms. Thomas has over 20 years of successful leadership in regulatory and clinical affairs, including global strategy development,
 operations, and executive responsibility for medical device companies, such as RTI Surgical (from July 2020 to October 2021), Cardiac Science (from February 2018 to August 2019), GE Healthcare, Boston Scientific, Smiths Medical, and as well as
 providing FDA-focused consultant expertise with IQVIA, a large clinical research organization from January 2022 to October 2022, and CE Consulting from September 2021 to February 2022 and from September 2019 to July 2020. Ms. Thomas has served as
 Vice President of regulatory, quality, design assurance, clinical and compliance over her career. Ms. Thomas has been the regulatory, clinical, and quality lead on multiple M&A opportunities for both divestiture of product lines and
 acquisitions for several companies. Ms. Thomas holds a BS in Education from University of Wisconsin – Whitewater and is currently in the Johns Hopkins Master of Science program.

 Audit Committee

 Our audit committee oversees our corporate accounting and financial reporting process and assists our Board in its oversight of (i) the
 integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our risk management program, (iv) the performance of our independent auditor and (v) the design and implementation of our internal audit
 function and internal controls. Our audit committee is responsible for, among other things:

 •

 appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or
 related work or performing other audit, review or attest services for us;

 •

 discussing with our independent auditor any audit problems or difficulties and management's response;

 •

 pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the committee or exempt from
 such requirement under SEC rules);

 •

 reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;

 •

 discussing and overseeing our policies with respect to risk assessment and risk management, including cybersecurity risks; and

 •

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous
 submission by our employees of concerns regarding questionable accounting or auditing matters.

 Our audit committee consists of Mr. Larsen, Mr. Milnes and Mr. Uzialko, with Mr. Larsen serving as chair. All members of our audit
 committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has affirmatively determined that Mr. Larsen, Mr. Milnes and Mr. Uzialko meet the definition of "independent
 director" under Rule 10A-3 of the Exchange Act and the Nasdaq rules for purposes of serving on the audit committee. In addition, our Board has determined that Mr. Larsen qualifies as an "audit committee financial expert," as such term is defined in
 Item 407(d)(5) of Regulation S-K and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of Nasdaq.

 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 of our website, which is located at
 We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.

 Clawback Policy

 Our board of directors has adopted a compensation recoupment, or "clawback," policy for cash and equity incentive awards paid to executive officers
 providing for the recovery of applicable incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate its financial results due to material non-compliance with any financial
 reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding Nasdaq listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or
 otherwise caused or contributed to the requirement for a restatement. We filed our clawback policy as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock
 to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on our review of the copies of such forms filed with the SEC and written representations from the directors and executive officers, we believe that
 all Section 16(a) filing requirements were timely met in the year ended December 31, 2023, except for one Form 4 filing for Ms. Thomas on November 1, 2023 reporting a transaction that occurred on October 10, 2023.

 Item 11.

 Executive Compensation.

 Our named executive officers for 2023, which consist of our principal executive officer and the next two most highly compensated
 executive officers, are:

 Kathy Lee-Sepsick, our founder, President, Chief Executive Officer and Director;

 Daniel Currie, our Chief Operating Officer; and

 Dov Elefant, our Chief Financial Officer.

 Summary Compensation Table

 The following table provides information concerning compensation awarded to, earned by and
 paid to each of our named executive officers during 2023:

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Awards (1)

 ($)

 All other

 compensation (2)

 ($)

 Total

 ($)

 2023

 500,000

 270,000

 214,751

 34,674

 1,019,425

 President and Chief Executive Officer

 2022

 423,296

 —

 205,403

 30,280

 658,979

 Daniel Currie

 2023

 389,000

 124,480

 82,265

 34,674

 630,419

 Chief Operating Officer

 2022

 322,373

 —

 153,133

 30,280

 505,686

 Dov Elefant (3)

 2023

 420,000

 151,200

 121,084

 23,940

 716,224

 Chief Financial Officer

 2022

 335,185

 —

 245,855

 20,535

 601,575

 (1)

 The values shown reflect the grant date fair value of the stock option awards computed in accordance with FASB ASC, Topic 718. See Note 10 to the Annual Report on Form 10-K for the year
 ended December 31, 2023, filed with the SEC on March 28, 2024, for a discussion on the relevant assumptions used in the calculation.

 (2)

 Consists of paid family health benefits and 401K match.

 (3)

 Mr. Elefant was employed as of February 28, 2022.

 Executive Employment Arrangements

 We have entered into employment agreements with each of our named executive officers, as further described below. Each of our named
 executive officers' employment is "at-will" and may be terminated at any time.

 Ms. Lee-Sepsick. We entered into an amended and restated employment agreement with Ms. Lee-Sepsick, dated June 1, 2021, or the Lee-Sepsick Employment Agreement, providing for her position as President and Chief Executive
 Officer. Ms. Lee-Sepsick's base salary in 2023 was $500,000. The Lee-Sepsick Employment Agreement provides for an indefinite term and is terminable for just cause by us and at will by Ms. Lee-Sepsick, provided Ms. Lee-Sepsick is required to
 provide thirty days' advance written notice to us in the event she voluntarily terminates the Lee-Sepsick Employment Agreement. The Lee-Sepsick Employment Agreement provides for Ms. Lee-Sepsick's eligibility to receive discretionary,
 performance-based annual bonuses. The Lee-Sepsick Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment. The Lee-Sepsick Employment Agreement also
 provides for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control (as defined in the Lee-Sepsick Employment Agreement), (A) the sum of
 (x) 24 months of her then current base salary and (y) two times her annual target bonus, (B) subsidized COBRA premiums for 24 months following her termination of employment and (C) acceleration in full of the vesting of his outstanding equity
 awards that are granted by us, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period following a Change of Control, (A) the sum of (x) twelve months of her then current
 base salary and (y) a prorated portion of her annual bonus, and (B) subsidized COBRA premiums for twelve months following her termination of employment.

 Daniel Currie. We entered into an amended and restated employment agreement with Mr. Currie, dated June 1, 2021. Mr. Currie's base salary in 2023 was $389,000. Mr. Currie's employment agreement provides for severance equal
 to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) twelve months of his then current base salary and (y) annual target bonus or
 commission amount, (B) subsidized COBRA premiums for twelve months following his termination of employment and (C) acceleration in full of the vesting of any outstanding equity awards
 that are granted by us on or following the date of effectiveness of the registration statement of which this prospectus forms a part, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the
 twelve-month period following a Change of Control, (A) the sum of (x) nine months of his then current base salary and (y) a prorated portion of his annual target bonus or commission amount, and (B) subsidized COBRA premiums for nine months
 following his termination of employment.

 Dov Elefant. We entered into an employment agreement with Mr. Elefant, dated February 28, 2022, providing for his position as Chief Financial Officer. Mr. Elefant's base salary in 2023 was $420,000. Mr. Elefant's employment
 agreement provides for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) eighteen months of his then current
 base salary and (y) annual target bonus or commission amount, (B) subsidized COBRA premiums for eighteen months following his termination of employment and (C) acceleration in full of the vesting of any outstanding equity awards that are granted
 by us on or following the date of effectiveness of the registration statement of which this prospectus forms a part, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period
 following a Change of Control, (A) the sum of (x) twelve months of his then current base salary and (y) a prorated portion of his annual target bonus or commission amount, and (B) subsidized COBRA premiums for twelve months following his
 termination of employment.

 Retirement Plans

 We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain
 eligibility requirements. We expect that our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation,
 within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation
 package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

 Employee Benefits and Perquisites

 All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans,
 including:

 •

 medical, dental and vision benefits;

 •

 medical and dependent care flexible spending accounts;

 •

 short-term and long-term disability insurance; and

 •

 life insurance.

 We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

 Outstanding Equity Awards at Fiscal Year-End Table

 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named
 executive officer as of December 31, 2023;

 Name

 Grant Date

 Vesting

 Commencement

 Date

 Number of

 Securities

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Number of

 Securities

 Underlying

 Unexercised

 Options (#)

 Unexercisable

 Number of

 Securities

 Underlying

 Unexercised

 Unearned

 Options (#)

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 03/18/2016

 —

 (1)

 55,556

 —

 111,111

 1.71

 03/18/2026

 06/30/2017

 06/01/2017

 (2)

 166,668

 —

 —

 3.24

 06/30/2027

 12/13/2019

 11/01/2019

 (2)

 5,556

 —

 —

 6.12

 12/13/2029

 01/26/2022

 09/22/2023

 (3)

 100,000

 —

 —

 13.00

 01/26/2032

 (2)

 270,400

 —

 0.49

 (4)

 271,900

 —

 —

 0.49

 Daniel Currie

 03/18/2016

 09/11/2015

 (2)

 5,556

 —

 —

 1.71

 03/18/2026

 06/30/2017

 06/01/2017

 (2)

 27,778

 —

 —

 3.24

 06/30/2027

 12/13/2019

 11/01/2019

 (2)

 5,556

 —

 —

 6.12

 12/13/2029

 01/25/2022

 01/25/2022

 (2)

 5,000

 15,000

 —

 3.03

 01/25/2032

 01/25/2022

 (5)

 —

 ___

 40,000

 3.03

 01/25/2032

 (2)

 84,600

 —

 0.49

 (4)

 124,800

 —

 —

 0.49

 Dov Elefant

 02/28/2022

 02/28/2022

 (2)

 25,000

 75,000

 —

 2.97

 02/28/2032

 (2)

 105,200

 —

 0.49

 (4)

 204,700

 —

 —

 0.49

 (1)

 The stock option award provides for 55,556 awards to vest on the approval of an IDE application and
 111,111 awards to vest on the PMA approval for FemBloc.

 (2)

 The stock option award provides for 25% of the award to vest on each anniversary of the vesting commencement date (such that the award would fully vest on the fourth anniversary of the vesting commencement date), subject to the
 recipient's continuous employment with us through the relevant vesting dates.

 (3)

 The stock option award provides for 100,000 awards to vest on FDA de novo approval for FemaSeed. Vesting occurred on September 22, 2023.

 (4)

 The stock option award
 provides for 100% vesting upon grant.

 (5)

 The stock option award provides for 5,000 awards to vest annually on each anniversary of the filing of the date of the FemaSeed de novo with FDA if such filing occurs during the year ended December 31, 2023 and for 5,000 awards to vest
 annually on each anniversary of the filing of the date of the IDE submission to the FDA for FemBloc if such filing occurs during the year ended December 31, 2023, subject to the recipient's continuous employment with us through the relevant
 vesting dates. The options related to FemBloc began vesting June 26, 2023, and the options related to FemaSeed began vesting September 22, 2023.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth information with respect to the beneficial ownership of our common stock, as of April 25, 2024 by:

 •

 each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock;

 •

 each of our named executive officers;

 •

 each of our directors; and

 •

 all of our executive officers and directors as a group.

 The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is
 deemed to be a "beneficial" owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we
 believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable
 community property laws.

 Percentage ownership of our common stock is based on 22,220,718 shares of our common stock
 outstanding on April 25, 2024. Unless noted otherwise, the address of all listed stockholders is 3950 Johns Creek Court, Suite 100, Suwanee, Georgia 30024.

 Number of

 Shares

 Beneficially

 Owned (#)

 Percentage

 of

 Shares

 Beneficially

 Owned (%)

 Name and Address of Beneficial Owner

 5% Stockholders:

 PharmaCyte Biotech, Inc.(1)

 5,551,707

 19.99

 %

 Named executive officers and directors:

 Kathy Lee-Sepsick (2)

 949,681

 4.16

 %

 Daniel Currie (3)

 263,322

 1.18

 %

 Dov Elefant (4)

 254,700

 1.13

 %

 Charles Larsen (5)

 48,476

 *

 Alistair Milnes

 5,667

 *

 Joshua Silverman

 —

 *

 Edward Uzialko, Jr. (6)

 1,234,406

 5.55

 %

 All executive officers and directors as a group (10 individuals)

 2,768,752

 11.88

 %

 *

 Less than 1%.

 (1)

 As reported in Schedule 13D filed with the SEC dated November 22, 2023 by PharmaCyte Biotech, Inc.
 As described in the Schedule 13D, includes (i) 4,237,288 shares of common stock issuable upon conversion of a 6.0% senior unsecured convertible note due 2025 (as may be adjusted from time to time), which conversion is subject to a 19.99%
 beneficial ownership limitation, (ii) Series A warrants immediately exercisable for 4,237,288 shares of common stock, subject to a 19.99% beneficial ownership limitation, and (iii) Series B warrants immediately exercisable for 4,237,288
 shares of common stock, subject to a 19.99% beneficial ownership limitation. The shareholder may change its beneficial ownership limitation upon giving notice to us, which such change will not be effective until the 61st day after the
 notice is delivered to us. As a consequence of this beneficial ownership conversion cap and related limitation on the conversion and exercise of the convertible note and warrants, the beneficial ownership of this shareholder is limited as
 indicated in the table. The address of PharmaCyte Biotech, Inc. is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169.

 (2)

 Consists of 277,778 shares owned, 72,223 shares held by the Lee-Sepsick Family Trust, and 599,680 shares issuable upon exercise of outstanding stock options that are exercisable withing 60 days of April 25,
 2024, of which all are vested as of such date.

 (3)

 Consists of 66,667 shares owned, 22,223 shares held by the Currie Family Trust, 742 shares held by Mr. Currie's spouse, and 173,690 shares issuable upon exercise of outstanding stock options that are
 exercisable withing 60 days of April 25, 2024, of which all are vested as of such date.

 (4)

 Consists of 254,700 shares issuable upon exercise of outstanding stock options that are exercisable withing 60 days of April 25, 2024, of which all are vested as of such date.

 (5)

 Consists of 31,476 shares owned and 8,500 shares issuable upon exercise of outstanding stock options that are exercisable withing 60 days of April 25, 2024, of which all are vested as of such date.

 (6)

 Consists of 1,187,231 shares owned, 30,175 shares owned by Mr. Uzialko's spouse and 8,500 shares issuable upon exercise of outstanding stock options that are exercisable withing 60 days of April 25, 2024, of
 which all are vested as of such date.

 Equity compensation plans

 We currently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our
 officers and other employees, directors and consultants, each of which has been approved by our stockholders: our 2021 Equity Incentive Plan ("2021 Plan") and our 2021 Employee Stock Purchase Plan ("ESPP").

 The following table presents information as of December 31, 2023, with respect to
 compensation plans under which shares of our common stock may be issued;

 (a)

 (b)

 (c)

 Plan Category

 Number

 of securities

 to be issued

 upon exercise

 of outstanding

 securities

 Weighted-

 average

 exercise price

 of outstanding

 securities

 ($)

 Number of securities

 remaining available for

 future issuance under

 equity compensation

 plans (excluding

 securities reflected in

 column(a))

 Equity compensation plans approved by stockholders 2021 Plan (1)

 1,547,042

 1.63

 1,016,501

 Equity compensation plans not approved by stockholders 2015 Plan

 554,988

 3.03

 n/a

 Inducement Awards

 150,000

 2.42

 n/a

 Total

 2,252,030

 1,016,501

 (1)

 Includes our 2021 Plan and our ESPP. For a description of these plans, refer to Note 10 to the historical financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31,
 2023.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 In addition to the executive officer and director compensation arrangements discussed above under "Executive Compensation" and
 "Directors, Executive Officers and Corporate Governance," respectively, since January 1, 2020, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds
 $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have
 a direct or indirect material interest, other than equity and other compensation, termination, change of control and other arrangements, which are described under "Executive Compensation."

 Employment Arrangements

 We have entered into employment agreements with each of our executive officers. See "Executive Compensation—Executive Employment
 Agreements" for a further discussion of these arrangements.

 We employe the daughter of Ms. Lee-Sepsick, our President, Chief Executive Officer and director. In 2023, Ms. Lee-Sepsick's daughter's
 total compensation and benefits were less than $150,000, which was consistent with the compensation and benefits provided to our other employees with equivalent qualifications, experience and responsibilities. Ms. Lee-Sepsick's daughter is not an
 officer under Section 16 of the Exchange Act.

 November 2023 Financing

 In November 2023, the Company issued unsecured convertible notes and accompanying Series A and Series B Warrants in an aggregate
 principal amount of $6,850,000. The transaction included issuance of a $5 million convertible note and Series A and Series B Warrants to PharmaCyte Biotech, Inc. The interim CEO, President and Director of PharmaCyte Biotech, Inc., Joshua Silverman,
 was appointed to the Company's board of directors following the November 2023 financing and, as a result of the November 2023 financing, PharmaCycte Biotech, Inc. beneficially owned 19.99% of the outstanding common stock of the Company.

 Director and Officer Indemnification and Insurance

 We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have
 purchased directors' and officers' liability insurance.

 Stock Option Grants to Executive Officers and Directors

 We have granted options to our executive officers and our directors as more fully described in the section entitled "Executive
 Compensation."

 Policies and Procedures for Transactions with Related Persons

 Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval
 or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act, any transaction, arrangement or relationship,
 or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect
 material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a
 related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be
 obtained in an arm's length transaction and the extent of the related person's interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

 Director Independence

 Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and
 considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities. Based upon information requested from and provided by each director
 concerning his background, employment and affiliations, including family relationships, our Board has determined that none of Mr. Larsen, Mr. Milnes, Mr. Silverman or Mr. Uzialko, representing four of our five directors, has a relationship that
 would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the rules of Nasdaq. In making this determination, our
 Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our common stock and/or
 convertible preferred stock by certain non-employee directors and the relationships of certain non-employee directors with certain of our significant stockholders. Ms. Lee-Sepsick, as our President and Chief Executive officer is not "independent"
 under the rules of Nasdaq.

 Item 14.

 Principal Accounting Fees and Services.

 Fees and Services

 We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also
 reviewed with our audit committee annually. The following table provides information regarding the fees billed for professional services rendered by KPMG LLP, our independent registered public accounting firm, for the fiscal years ended December
 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Audit fees (1)

 $

 479,012

 $

 411,266

 Tax fees (2)

 48,300

 34,600

 Total fees

 $

 527,312

 $

 445,866

 (1)

 Consists of services rendered in connection with the audit of our financial statements, including audited financial statements included in our Form 10-K filing and presented in our Registration Statement on
 Form S-1 and on Form S-3, review of the interim financial statements and services normally provided in connection with regulatory filings.

 (2)

 Consists of fees billed for professional services in connection with the preparation of our tax returns, including the services for our research and development tax credit analysis.

 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 Our audit committee's policy is to pre-approve all audit and permissible non-audit services provided by our independent registered
 public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other
 services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit
 committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

 All of the services relating to the fees described in the table above for 2023 were approved by our audit committee.

 Item 15.

 Exhibits.

 Exhibit

 Number

 Description of Document

 Schedule/Form

 Exhibit

 Filing Date

 3.1

 Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.

 3.1

 June 22, 2021

 3.2

 Amended and Restated Bylaws of Femasys Inc.

 3.2

 June 22, 2021

 3.3

 First Amendment to the Amended and Restated Bylaws of Femasys Inc.

 3.1

 March 30, 2023

 4.1

 Description of the Registrant's Securities

 4.1

 March 24, 2022

 4.2

 Form of Certificate of Common Stock

 Form S-1

 4.1

 May 14, 2021

 4.3

 Form of indenture

 Form S-3

 4.3

 July 1, 2022

 4.4

 Form of Pre-Funded Warrant

 4.1

 April 20, 2023

 4.5

 Form of Common Stock Warrant

 4.2

 April 20, 2023

 4.6

 Form of Placement Agent Warrant

 4.3

 April 20, 2023

 4.7

 Form of Series A Warrant

 4.1

 4.8

 Form of Series B Warrant

 4.2

 10.1

 Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder

 Form S-1

 10.3

 May 14, 2021

 10.2

 Femasys Inc. 2021 Employee Stock Purchase Plan

 Form S-1

 10.4

 May 14, 2021

 10.3

 Amended and Restated Employment Agreement, by and between Femasys Inc. and Kathy Lee-Sepsick

 Form S-1/A

 10.6

 June 14, 2021

 10.4

 Amended and Restated Employment Agreement, by and between Femasys Inc. and Daniel Currie

 Form S-1/A

 10.8

 June 14, 2021

 10.6

 Femasys Inc. Non-Employee Director Compensation Policy

 Form S-1/A

 10.11

 June 14, 2021

 10.7

 Form of Indemnification Agreement between Femasys Inc. and its directors and officers

 Form S-1

 10.12

 May 14, 2021

 10.9

 Employment Agreement, dated as of February 28, 2022, between Femasys Inc. and Dov Elefant

 10.1

 February 24, 2022

 10.10

 Form of Inducement Stock Option Agreement

 10.2

 February 24, 2022

 10.11

 Sales Agreement dated as of July 1, 2022, by and between Femasys Inc. and Piper Sandler & Co.

 Form S-3

 1.2

 July 1, 2022

 10.12

 Form of Purchase Agreement

 10.1

 10.13

 Form of Convertible Note

 10.2

 10.14

 Form of Registration Rights Agreement

 10.3

 10.15

 Form of Collaboration Agreement

 10.4

 23.1

 Consent of KPMG LLP

 23.1

 24.1

 Power of Attorney (included on signature page)

 31.1

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002

 31.1

 31.2

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002

 31.2

 31.3*

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002

 31.4*

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.1

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 97.1

 Clawback Policy

 97.1

 101.INS*

 101.SCH*

 101.LAB*

 101.PRE*

 104*

 Cover Page Interactive Data File (formatted as inline XRBL and contained in Exhibit 101)

 * Filed herewith.

 SIGNATURES

 Pursuant to the requirements of the Securities Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
 duly authorized.

 FEMASYS INC.

 Dated: April 26, 2024

 By: /s/ Kathy Lee-Sepsick

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf of the
 registrant in the capacities and on the dates indicated.

 Signature

 Title

 Date

 By: /s/ Kathy Lee-Sepsick

 President, Chief Executive Officer and Director (principal executive officer)

 By: /s/ Dov Elefant

 Dov Elefant

 Chief Financial Officer (principal financial and accounting officer)

 By: /s/ Charles Larsen

 Charles Larsen

 Chair of the Board of Directors

 By: /s/ Alistair Milnes

 Alistair Milnes

 By: /s/ Joshua Silverman

 Joshua Silverman

 By: /s/ Edward Uzialko,

 Jr.

 Edward Uzialko, Jr.