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 stockpurchase warrants and (iv) 16,378,563 shares of common stock issuable upon the exercise of SeriesC-1 commonstock purchase warrants, in each case, that were initially issued in a private placement to certain institutional andaccredited investors as part of a private placement completed on two closings, November7, 2025 andNovember26, 2025. 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 negotiatedprices. We provide more information about how the selling stockholders may sell their shares in the sectionentitled “Plan of Distribution.” 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”in the documents incorporated by reference into this prospectus. 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 PageAbout this ProspectusiiIndustry and Market DataiiThe Company1Offering Summary4Cautionary NoteRegarding Forward Looking Statements5Use of Proceeds7Selling Stockholders8Plan of Distribution11Legal Matters13Experts13Where You Can Find More Information13Incorporation of Certain Documents by Reference14 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 sellor otherwise dispose of the securities covered by this prospectus. 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 belowunder the heading “Where You Can Find Additional Information.” 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, anyprospectus supplement or in the documents incorporated by reference herein is accurate only as of the date of thedocument containing the information, regardless of the time of delivery of this prospectus or any applicableprospectus supplement or any sale of a security. Our business, financial condition, results of operations andprospects may have changed since those dates. 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 thatpurpose is required, other than in t