Femasys Announces Pricing of Underwritten Public Offering and Concurrent Private Placement with Gross Proceeds of $4.5 Million

Rhea-AI Summary

Femasys (NASDAQ: FEMY), a biomedical company focused on women's health, has announced a combined public offering and private placement to raise $4.5 million in gross proceeds. The public offering consists of 3.6 million shares at $0.85 per share, while the private placement includes 1.69 million shares priced at $0.85 for institutional investors and $1.02 for directors and officers. The underwriter has a 30-day option to purchase an additional 540,000 shares. The company plans to use the proceeds for commercial expansion, product development, corporate purposes, capital expenditures, and working capital. Both offerings are expected to close around June 2, 2025, with Jones serving as the sole book-running manager and placement agent.

Positive

• Successful pricing of combined offerings to raise $4.5 million in gross proceeds
• Support from existing institutional investors and company insiders participating in private placement
• Funds will support commercial expansion and product development initiatives
• Flexibility for additional capital through 30-day option for 540,000 more shares

Negative

• Significant dilution for existing shareholders through issuance of over 5.28 million new shares
• Low offering price of $0.85 per share indicates potential market weakness
• Additional dilution possible if underwriter exercises option for extra shares

Insights

Financial Analyst

Femasys is raising $4.5M through stock offerings at a significant discount, indicating financial needs while diluting existing shareholders.

Femasys's announced financing combines a $3.06M public offering of 3.6M shares and a $1.44M private placement of 1.69M shares, both priced primarily at $0.85 per share with some insider participation at $1.02. This pricing represents a substantial discount to recent trading, suggesting urgency in capital raising. The company plans to use proceeds for commercial expansion, product development, and working capital—critical needs for a biomedical company commercializing women's health products.

The financing structure reveals several important insights. First, the participation of existing institutional investors and company insiders in the private placement demonstrates some internal confidence, though at different price points. Directors and officers paying a 20% premium ($1.02 vs $0.85) sends a moderately positive signal about management's belief in the company's prospects.

However, the overall deal structure indicates financial pressure. The relatively small size ($4.5M) combined with the steep discount pricing suggests limited investor interest and immediate capital needs. This offering will dilute existing shareholders by approximately 13.6% (assuming 38.9M shares outstanding pre-offering). The additional 30-day option for underwriters to purchase 540,000 more shares could further increase dilution.

For a company developing medical technologies, this capital raise likely provides only limited runway, potentially necessitating additional financing in the near future if commercial traction doesn't accelerate. The structure and terms reflect the challenging environment for small-cap biomedical companies seeking growth capital.

ATLANTA, May 30, 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 3,600,000 shares of its common stock at a public offering price of $0.85 per share and a separate concurrent private placement of 1,686,275 shares of its common stock at a price of $0.85 per share sold to certain existing institutional stockholders of Femasys and a price of $1.02 per share to certain of its directors and officers. The gross proceeds of the public offering and private placement to Femasys, before deducting the underwriting and placement agent discounts and commissions and other public offering and private placement expenses payable by Femasys, are expected to be approximately $4.5 million. Femasys intends to use the net proceeds from the public offering and the private placement for expansion of commercial efforts, development of its products and product candidates, general corporate purposes, capital expenditures, working capital and general and administrative expenses. In addition, Femasys has granted the underwriter a 30-day option to purchase up to an additional 540,000 shares of its common stock sold in the public offering. All of the securities are to be sold by the Company. The public offering and the private placement are expected to close on or about June 2, 2025, subject to satisfaction of customary closing conditions. The closing of the public offering is not contingent on the private placement, and the closing of the private placement is not contingent on the public offering.

Jones is acting as sole book-running manager for the public offering and placement agent for the private placement.

The securities offered in the public offering are being offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-266001) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 12, 2022. A preliminary prospectus supplement and the accompanying prospectus relating to the public offering was filed with the SEC on May 29, 2025 and is available on the SEC’s website at http://www.sec.gov. A final prospectus supplement, which contains additional information relating to the public offering, and accompanying prospectus relating to the public offering will also be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the public 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. The concurrent private placement of the securities is made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

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 Therapeutics

Femasys Inc. (NASDAQ: FEMY) is a biomedical company aiming to meet women’s needs worldwide by developing a suite of products and product candidates that include minimally invasive, in-office technologies for reproductive health. Its two lead product candidates are FemBloc® permanent birth control and FemaSeed® localized directional insemination for infertility. The Company’s products currently marketed in the United States, include FemVue® for fallopian tube assessment by ultrasound, which can be used in conjunction with FemCath®, an intrauterine catheter for selective evaluation of the fallopian tubes, and FemCerv®, an endocervical tissue sampler that is the first product of the technology platform for tissue sampling.

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 private placement 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 develop and advance our FemBloc product candidate, and successfully initiate, enroll and complete, the clinical trial; the ability of our clinical trial to demonstrate safety and effectiveness of our FemBloc product candidate and other positive results; estimates regarding the total addressable market for 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 ability to raise sufficient capital for such model and plans; 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 other 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 is Femasys (FEMY) raising in its May 2025 offering?

Femasys is raising approximately $4.5 million in gross proceeds through a combined public offering and private placement.

What is the price per share for FEMY's public offering in 2025?

The public offering price is $0.85 per share for 3.6 million shares of common stock.

How will Femasys use the proceeds from its 2025 stock offering?

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

When is FEMY's 2025 public offering expected to close?

The public offering and private placement are expected to close on or about June 2, 2025.

How many additional shares can the underwriter purchase in FEMY's offering?

The underwriter has a 30-day option to purchase up to an additional 540,000 shares of common stock.