Femasys Inc美股招股说明书(2025-06-02版)

FEMASYS INC. 3,600,000 SHARES OF COMMON STOCK We are offering 3,600,000 shares of our common stock, par value $0.001 per share (“common stock”). Thepurchase price for each share is $0.85. Our common stock is listed on the Nasdaq Capital Market under the symbol “FEMY.” On May 28, 2025, thelast reported sale price of the common stock on the Nasdaq Capital Market was $1.06 per share. Per ShareTotalPublic offering price$0.85$3,060,000Underwriting discounts and commissions(1)$0.0595$214,200Proceeds to us, before expenses$0.7905$2,845,800 (1)We have agreed to pay the underwriter a commission equal to 7.0% of the aggregate gross proceeds from the sale of the securities inthis offering. See “Underwriting” for additional disclosure regarding underwriting compensation and estimated offering expenses. We intend to grant the underwriter an option for a period of up to 30 days from the date of this prospectussupplement to purchase up to an additional 540,000 shares of our common stock at the public offering price, lessthe underwriting discounts and commissions. The aggregate market value of our outstanding common stock held by non-affiliates is approximately $33.0million, which was calculated based on 25,551,370 shares of outstanding common stock that were held by non-affiliates as of May 29, 2025 and a price per share of $1.29, the closing price of our common stock on April2,2025. Pursuant to General Instruction I.B.6. of FormS-3, in no event will we sell securities pursuant to theregistration statement of which this prospectus supplement forms a part with a value more than one-third of theaggregate market value of our common stock held by non-affiliates in any 12-month period, so long as theaggregate market value of our common stock held by non-affiliates is less than $75.0million. During the prior12-calendar-month period that ends on, and includes, the date of this prospectus supplement, we have sold$6,499,901 of securities pursuant to General Instruction I.B.6. of FormS-3. Certain existing institutional stockholders and certain of our directors and officers (collectively, the “PrivatePlacement Purchasers”), all of which qualify as qualified institutional buyers or accredited investors, have agreedto purchase shares of our common stock in a concurrent private placement (the “Concurrent Private Placement”)exempt from the registration requirement of the Securities Act of 1933, as amended. The existing institutionalstockholders have agreed to purchase an aggregate of 1,588,235 shares at a per share price equal to $0.85, thepublic offering price, and the directors and officers have agreed to purchase an aggregate of 98,040 shares at a pershare price equal to $1.02, the last consolidated closing price prior to pricing. The closing of this offering is notcontingent on the Concurrent Private Placement, and the closing of the Concurrent Private Placement is notcontingent on this offering. The Concurrent Private Placement is expected to close concurrently with thisoffering. The underwriter is acting as placement agent in connection with the Concurrent Private Placement andwill receive a placement agent fee equal to 7.0% of the total purchase price of the private placement shares;provided, however, that such fee shall be reduced to 2.0% up to $1.0 million for certain investors. Investing in our common stock involves significant risks. See “Risk Factors” on page S-7of thisprospectus supplement and in the documents incorporated by reference into this prospectus supplementand the accompanying prospectus before making your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of common stock to the investors on or about June 2, 2025. Sole BookrunnerJones The date of this prospectus supplement is May 29, 2025. TABLE OF CONTENTS Prospectus Supplement CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTSS-iiABOUT THIS PROSPECTUS SUPPLEMENTS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-7CAPITALIZATIONS-12DILUTIONS-13DIVIDEND POLICYS-15USE OF PROCEEDSS-16UNDERWRITINGS-17LEGAL MATTERSS-25EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-26 Prospectus TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSUMMARY1RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19DESCRIPTION OF RIGHTS21DESCRIPTION OF UNITS23PLAN OF DISTRIBUTION24LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE27 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompan