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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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FEMASYS INC (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/17/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
PharmaCyte Biotech, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,932,825.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: For Items 5 and 7: Includes (i) 695,537 shares of common stock, par value $0.001 ("Common Stock"), of Femasys Inc. (the "Issuer"), and (ii) Series A warrants immediately exercisable for 4,237,288 shares of Common Stock, subject to a 19.99% beneficial ownership limitation.
For Item 11: Based on the quotient obtained by dividing (i) the number of shares of Common Stock beneficially owned by PharmaCyte Biotech, Inc. (the "Reporting Person") by (ii) the sum of (a) 58,479,824 shares of Common Stock outstanding as of November 13, 2025, as reported in the Issuer's 10-Q, filed with the Securities Exchange Commission on November 14, 2025, and (b) 4,237,288 shares of Common Stock issuable upon exercise of the Series A warrants held by the Reporting Person.
Introductory Note: This Schedule 13G amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 22, 2023 (as amended from time to time, the "Schedule 13D") by PharmaCyte Biotech, Inc., a Nevada corporation (the "Reporting Person"), relating to its beneficial ownership in Femasys Inc. (the "Issuer"). On March 17, 2026, Joshua Silverman, Chairman, Chief Executive Officer and President of the Reporting Person, resigned from the Issuer's Board of Directors. As of the filing of this Schedule 13G, the Reporting Person does not hold the securities with the purpose or effect of changing or influencing control of the Issuer. As such, this Schedule 13G is deemed to amend the Schedule 13D.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FEMASYS INC | |
| (b) | Address of issuer's principal executive offices:
3950 Johns Creek Court, Suite 100, Suwanee, GA | |
| Item 2. | ||
| (a) | Name of person filing:
PharmaCyte Biotech, Inc. | |
| (b) | Address or principal business office or, if none, residence:
PharmaCyte Biotech, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169. | |
| (c) | Citizenship:
The Reporting Person is a Nevada corporation. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. Percentage ownership is based on 58,479,824 shares of Common Stock outstanding as of November 13, 2025, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2025 filed with the Securities and Exchange Commission on November 14, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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