Femasys Announces Pricing of $8.0 Million Underwritten Public Offering

Rhea-AI Summary

Femasys (NASDAQ: FEMY), a biomedical company focused on women's health, has announced the pricing of an $8.0 million underwritten public offering. The offering includes 10,434,586 shares of common stock and pre-funded warrants for up to 11,750,000 shares, along with common warrants to purchase up to 22,184,586 shares.

The combined offering price is set at $0.36 per share with accompanying warrants (except for certain officers purchasing at $0.5151). The warrants will be immediately exercisable and expire in five years. The company plans to use the proceeds for commercial expansion, product development, corporate purposes, and working capital. The offering is expected to close around August 27, 2025.

Positive

• Secured $8.0 million in gross proceeds to fund operations and growth
• Funds will support commercial expansion and product development
• Company officers participating in offering at higher price shows management confidence

Negative

• Significant dilution for existing shareholders due to large number of shares and warrants
• Offering price of $0.36 indicates potential discount to market price
• Additional dilution possible if warrants are exercised in the future

Insights

Capital Markets Specialist

Femasys raises $8M through heavily dilutive offering at significant discount to fund operations and development.

Femasys has priced an $8 million underwritten public offering consisting of common stock and warrants at $0.36 per share, with certain company officers participating at $0.5151 per share. This financing structure reveals concerning aspects about the company's current position. The offering price represents a substantial discount to recent trading, indicating weak demand and challenging market conditions for the women's health innovator.

The significant dilution from issuing over 10.4 million shares plus potential for 11.75 million more through pre-funded warrants, alongside 22.18 million additional common warrants, will substantially increase the company's outstanding share count. This dilution will likely pressure share price in the near term.

The company's stated use of proceeds spans multiple needs including commercial expansion, product development, and general expenses, suggesting the capital will be stretched across various priorities rather than concentrated on a single strategic initiative. This broad allocation may indicate cash flow challenges requiring immediate funding.

The participation of company officers at a premium price ($0.5151 vs $0.36) attempts to signal confidence, but the small number of shares purchased this way (87,363) represents minimal financial commitment relative to the overall offering size. The five-year warrant term provides extended financing flexibility but also indicates potential for significant future dilution if exercised.

ATLANTA, Aug. 25, 2025 (GLOBE NEWSWIRE) -- Femasys Inc. (NASDAQ: FEMY) (the “Company” or “Femasys”), a leading biomedical innovator addressing significant unmet needs in women’s health worldwide, with a broad portfolio of disruptive, accessible, in-office therapeutic and diagnostic products, today announced the pricing of an underwritten public offering of 10,434,586 shares of its common stock, or in lieu thereof, pre-funded warrants to purchase up to 11,750,000 shares of its common stock, together with accompanying common warrants to purchase up to an aggregate of 22,184,586 shares of its common stock. The combined public offering price for each share of common stock and accompanying common warrant is $0.36, except for 87,363 shares and accompanying warrants sold to certain officers of the Company at a price of $0.5151 per share and accompanying warrant. The combined offering price of each pre-funded warrant and accompanying common warrant is $0.3599. Each accompanying common warrant will have an exercise price of $0.36, except for the warrants sold to certain officers of the Company which will have an exercise price of $0.5151. Each of the accompanying warrants will be immediately exercisable from the date of issuance and will expire five years from the date of issuance.

The gross proceeds from the offering to Femasys, before deducting the underwriting discounts and commissions and other public offering expenses payable by Femasys, are expected to be approximately $8.0 million. Femasys intends to use the net proceeds from the offering for expansion of commercial efforts, development of its products and product candidate, general corporate purposes, capital expenditures, working capital and general and administrative expenses. All of the securities are to be sold by the Company. The offering is expected to close on or about August 27, 2025, subject to satisfaction of customary closing conditions.

Jones and Laidlaw & Company (UK) Ltd. are acting as joint book-running managers for the offering.

The securities offered in the offering are being offered by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-289722) (as amended to date, the “Registration Statement”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 25, 2025. The offering is being made solely by means of a prospectus. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may also be obtained by contacting JonesTrading Institutional Services LLC, Attention: Equity Capital Markets, 325 Hudson Street, 6th Floor New York, New York 10013; email: ecm@jonestrading.com and Laidlaw & Company (UK) Ltd., 521 5^th Ave., 12^th Floor, New York, New York 10175; email: syndicate@laidlawltd.com.

This press release is neither an offer to sell, nor a solicitation of an offer to buy, any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale is unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction. 

About Femasys

Femasys is a leading biomedical innovator focused on making fertility and non-surgical permanent birth control more accessible and cost-effective for women worldwide through its broad, patent-protected portfolio of novel, in-office therapeutic and diagnostic products. As a U.S. manufacturer with global regulatory approvals, Femasys is actively commercializing its lead product innovations in the U.S. and key international markets. Femasys’ fertility portfolio includes FemaSeed^® Intratubal Insemination, a groundbreaking first-step infertility treatment and FemVue^®, a companion diagnostic for fallopian tube assessment. Published clinical trial data demonstrates FemaSeed is over twice as effective as traditional IUI, with a comparable safety profile, and high patient and practitioner satisfaction.¹

FemBloc^® permanent birth control is the first and only non-surgical, in-office alternative to centuries-old surgical sterilization that received full regulatory approval in Europe in June of 2025 followed by UK in August 2025. Commercialization of this highly cost-effective, convenient and significantly safer approach will be completed through strategic partnerships in select European countries. Alongside FemBloc, the FemChec^®, diagnostic product provides an ultrasound-based test to confirm procedural success. Published data from initial clinical trials demonstrated compelling effectiveness, five-year safety, and high patient and practitioner satisfaction.² For U.S. FDA approval, enrollment in the FINALE pivotal trial (NCT05977751) is on-going.

References
¹Liu, J. H., Glassner, M., Gracia, C. R., Johnstone, E. B., Schnell, V. L., Thomas, M. A., L. Morrison, Lee-Sepsick, K. (2024). FemaSeed Directional Intratubal Artificial Insemination for Couples with Male-Factor or Unexplained Infertility Associated with Low Male Sperm Count. J Gynecol Reprod Med, 8(2), 01-12. doi: 10.33140/JGRM.08.02.08.

²Liu, J. H., Blumenthal, P. D., Castaño, P. M., Chudnoff, S. C., Gawron, L. M., Johnstone, E. B., Lee-Sepsick, K. (2025). FemBloc Non-Surgical Permanent Contraception for Occlusion of the Fallopian Tubes. J Gynecol Reprod Med, 9(1), 01-12. doi: 10.33140/JGRM.09.01.05.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “pending,” “intend,” “believe,” “suggests,” “potential,” “hope,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on our current expectations and are subject to inherent uncertainties, risks and assumptions, many of which are beyond our control, difficult to predict and could cause actual results to differ materially from what we expect, and include, among others, statements regarding the satisfaction of customary closing conditions related to the public offering and the anticipated use of proceeds therefrom. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, among others: market and other conditions, our ability to obtain regulatory approvals for our FemBloc product candidate; develop and advance our current FemBloc product candidate and successfully enroll and complete the clinical trial; the ability of our clinical trial to demonstrate safety and effectiveness of our product candidate and other positive results; estimates regarding the total addressable market for our products and product candidate; our ability to commercialize our products and product candidate, our ability to establish, maintain, grow or increase sales and revenues, or the effect of delays in commercializing our products, including FemaSeed; our business model and strategic plans for our products, technologies and business, including our implementation thereof; and those other risks and uncertainties described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent reports as filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Femasys undertakes no duty to update such information except as required under applicable law.

Contacts:

Investors:
IR@femasys.com

Media Contract:
Media@femasys.com

FAQ

How much money did Femasys (FEMY) raise in its August 2025 public offering?

Femasys raised $8.0 million in gross proceeds before deducting underwriting discounts and other offering expenses.

What is the pricing of Femasys (FEMY) public offering in August 2025?

The combined public offering price is $0.36 per share with accompanying warrant, except for certain officers who purchased at $0.5151 per share and warrant.

How will Femasys use the proceeds from its $8.0 million offering?

Femasys will use the proceeds for commercial expansion, product development, general corporate purposes, capital expenditures, and working capital.

When will the Femasys (FEMY) public offering close?

The offering is expected to close on or about August 27, 2025, subject to customary closing conditions.

What are the terms of the warrants in the Femasys offering?

The warrants will be immediately exercisable at $0.36 per share ($0.5151 for officers' warrants) and will expire five years from the issuance date.