Femasys Inc美股招股说明书(2026-01-12版)

Femasys Inc. 68,416,943 Shares Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholders named in thisprospectus of up to an aggregate of 68,416,943 shares of our common stock, par value $0.001 per share. Theseshares consist of (i) 19,281,254 shares of common stock issuable upon conversion of senior secured convertiblenotes, (ii)16,378,563 shares of common stock issuable upon the exercise of SeriesA-1 common stock purchasewarrants, (iii) 16,378,563 shares of common stock issuable upon the exercise of SeriesB-1 common stock Our registration of the securities covered by this prospectus does not mean that the selling stockholders willoffer or sell any of the shares of common stock. The selling stockholders may sell or otherwise dispose of theshares of common stock publicly or through private transactions at prevailing market prices or at negotiated We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. Wewill, however, receive the proceeds from any exercise of the warrants for cash. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FEMY.” OnDecember30, 2025, the last reported per share price of our common stock on the Nasdaq was $0.5730 per share. Investing in our common stock involves a high degree of risk. Before deciding whether to invest in oursecurities, you should consider carefully the risks that we have described under the caption “Risk Factors” Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS We urge you to read carefully this prospectus, together with the information incorporated herein by reference asdescribed under “Incorporation of Certain Documents by Reference” before buying any of the securities offered. This prospectus is part of a registration statement that we have filed with the Securities and ExchangeCommission (the “SEC”) under which the selling stockholders named herein may, from time to time, offer and sell A prospectus supplement may add, update or change information included in this prospectus. You should readboth this prospectus and any applicable prospectus supplement together with additional information described below You should rely only on the information contained or incorporated by reference in this prospectus and anyapplicable prospectus supplement. Neither we nor the selling stockholders have authorized anyone to provide youwith different information, and if anyone provides, or has provided you, with different or inconsistent information,you should not rely on it. We and the selling stockholders take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. This prospectus is an offer to sell only thesecurities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Thisprospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction wherethe offer or sale is not permitted. You should assume that the information appearing in this prospectus, any For investors outside of the United States, neither we nor the selling stockholders have done anything thatwould permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that INDUSTRY AND MARKET DATA This prospectus and the information incorporated by reference herein contain market and industry statistics thatare based on various sources that we believe is accurate. It is generally based on academic and other publicationsthat are not produced for purposes of securities offerings or economic analysis. We believe the data contained inthese reports or publications to be reliable as of the date of this prospectus, but there can be no assurance as to theaccuracy or completeness of such information. We have not independently verified the market and industry dataobtained from these sources. Forecasts and other forward-looking information obtained from these sources are TABLE OF CONTENTS THE COMPANY This summary highlights information contained in other parts of this prospectus or incorporated by referenceinto this prospectus from our filings with the Securities and Exchange Commission (the “SEC”). As it is only asummary, it does not contain all of the information that you should consider before purchasing our securities and itis qualified in its entirety by, and should be read in conjunction with, the more detailed information appearingelsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registrationstatement of which this prospectus is a part, and the information incorporated by reference herein in thei