IPO - FEMASYS INC

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Form Type: 424B5

Filing Date: 2025-06-02

Corporate Action: Ipo

Type: New

Accession Number: 000114036125021029

Filing Summary: Femasys Inc. is offering 3,600,000 shares of its common stock at a price of $0.85 per share, raising a total of $3,060,000. As of May 28, 2025, the last sale price of the company's common stock was $1.06, reflecting significant interest in its stock. The underwriting discount is set at $0.0595 per share, totaling $214,200. The proceeds, before expenses, are estimated at $2,845,800. The company intends to grant an underwriter an option to purchase an additional 540,000 shares in the next 30 days. Approximately $33.0 million is the market value of the outstanding common stock held by non-affiliates, based on 25,551,370 shares. A concurrent private placement will see institutional stockholders and certain officers purchasing 1,588,235 shares at $0.85 and 98,040 shares at $1.02, respectively. The offering is planned to close on or around June 2, 2025. Immediate risks and uncertainties include compliance with Nasdaq listing rules and regaining minimum market value compliance by November 17, 2025, given potential delisting risks. The company has ongoing innovative developments in women's healthcare products, especially in permanent birth control, with significant market potential and various regulatory approvals worldwide.

Additional details:

Purchase Price: 0.85


Total Public Offering Price: 3,060,000


Underwriting Discount: 0.0595


Proceeds To Company: 2,845,800


Additional Shares Option: 540,000


Market Value Non Affiliates: 33.0 million


Shares Private Placement Institutional: 1,588,235


Price Private Placement Institutional: 0.85


Shares Private Placement Officers: 98,040


Price Private Placement Officers: 1.02


Closing Date Estimated: 2025-06-02


Risk Notice Received: May 19, 2025


Compliance Deadline: November 17, 2025


Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Ipo

Type: New

Accession Number: 000114036125021030

Filing Summary: On May 29, 2025, Femasys Inc. entered into an underwriting agreement with JonesTrading Institutional Services LLC for a public offering of 3,600,000 shares of common stock at a price of $0.85 per share. Additionally, a 30-day option was granted to purchase up to 540,000 shares more. The offering is registered under an effective shelf registration statement. Concurrently, Femasys entered into a Stock Purchase Agreement with institutional stockholders and certain directors to sell an aggregate of 1,686,275 shares at $0.85 and $1.02 per share respectively. The gross proceeds from these transactions are expected to total $4.5 million. The net proceeds are slated for expanding commercial efforts, product development, and general corporate purposes. The closing of these transactions is scheduled for June 2, 2025. Furthermore, an equity line of credit agreement is expected with Alumni Capital LP for $10 million, to be finalized by June 30, 2025, with a provision for liquidated damages if not completed on time.

Additional details:

Underwriting Agreement Date: 2025-05-29


Shares Offered: 3600000


Offering Price Per Share: 0.85


Additional Shares Option: 540000


Private Placement Shares Total: 1588235


Private Placement Directors Shares: 98040


Private Placement Price Directors: 1.02


Gross Proceeds: 4500000


Net Proceeds: 4200000


Equity Line Of Credit Amount: 10000000


Equity Line Of Credit Deadline: 2025-06-30


Form Type: 424B5

Filing Date: 2025-05-29

Corporate Action: Ipo

Type: New

Accession Number: 000114036125020782

Filing Summary: Femasys Inc. is offering shares of common stock at a purchase price to be determined. The common stock is listed on the Nasdaq Capital Market under the symbol 'FEMY.' The last reported sale price on May 28, 2025, was $1.06 per share. This offering includes underwriting discounts of 7% on gross proceeds. A concurrent private placement is anticipated with institutional stockholders and certain company officers purchasing shares at the same public offering price. The offering is not contingent on the private placement and vice versa. Femasys is noted for its innovative products in women's health, specifically its FemBloc permanent birth control system, which has received regulatory approvals and is being commercialized in both U.S. and international markets. The company recently experienced Nasdaq notice for minimum listing requirements but continues to monitor its situation until November 2025. New equity lines may also be established to secure additional funding. There is a caution regarding forward-looking statements within the prospectus.

Additional details:

Total Public Offering Price:


Underwriting Discounts And Commissions:


Proceeds To Us Before Expenses:


Market Value Of Outstanding Common Stock: 33000000


Number Of Outstanding Shares: 25551370


Closing Price Of Common Stock On April 2 2025: 1.29


Private Placement Interest: Certain existing institutional stockholders and certain of our directors and officers have indicated an interest in the Concurrent Private Placement.


Concurrent Private Placement Close: Expected to close concurrently with this offering.


Placement Agent Fee: 7


Equity Line Of Credit: Expected to enter into a $10 million equity line of credit with Alumni Capital LP by June 30, 2025.


Nasdaq Delisting Notice Received: May 19, 2025


Deadline To Regain Compliance: November 17, 2025


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