Femasys Secures $30 Million Private Placement, with Potential Proceeds of Up to $90 Million
Rhea-AI Summary
Femasys (NASDAQ:FEMY) entered a securities purchase agreement for a $30 million private placement with accredited investors led by Nantahala Capital, joined by Rosalind Advisors and company management. Closing is subject to customary conditions and is expected around August 10, 2026.
The company is selling an aggregate of 9,374,999 common shares and pre-funded warrants, plus accompanying warrants to purchase 18,749,998 common shares. The purchase price is $3.20 per share and $3.1999 per pre-funded warrant, with pre-funded warrants exercisable at $0.0001 per share. Accompanying warrants have a $2.95 exercise price and three-year term. If fully exercised for cash, warrants could provide up to an additional $60 million.
Milestone warrants for 9,374,999 shares become exercisable 12 months after closing and require specified U.S. revenue and share-price milestones plus an effective resale registration statement. According to Femasys, proceeds will support commercialization of its fertility portfolio and advancement of the U.S. FemBloc clinical and regulatory program.
Positive
- $30 million gross proceeds from private placement
- Additional potential warrant proceeds up to $60 million
- New institutional lead investor Nantahala Capital plus healthcare funds
- Financing supports U.S. fertility portfolio commercialization
- Capital earmarked to advance U.S. FemBloc pivotal program
Negative
- Issuance of 9,374,999 shares and pre-funded warrants creates dilution
- 18,749,998 new warrants add future dilution overhang
- Up to $60 million additional proceeds depend on discretionary cash warrant exercises
- Milestone warrants exercisable only if revenue and share-price conditions are met
News Explained
The agreement adds potential share supply, while cash beyond the placement depends on closing and future warrant exercise.
Femasys has entered an agreement for a
At
The company has agreed to file a resale registration statement, and its effectiveness is a stated condition for milestone-warrant exercisability.
Sources and calculations
- Femasys private placement announcement (2026-08-07)
- Dilution definition (2026)
- Femasys 2026 first-quarter fundamentals (2026-03-31)
- Offering gross vs quarterly operating cash outflow, in days of cash use $90,000,000 / ($4,143,508 / 90) = [object Object]
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $5,386,041 / ($4,143,508 / 90) = [object Object]
Market reaction after private placement financing: FEMY -14.92%
Following this news, FEMY has declined 14.92%, reflecting a significant negative market reaction. Argus tracked a trough of -19.2% from its starting point during tracking. Our momentum scanner has triggered 24 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $2.51. Trading volume is exceptionally heavy at 15.1x the average, suggesting significant selling pressure.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 24 | Nasdaq compliance | Positive | -8.5% | Nasdaq confirmed closure of the minimum bid price compliance matter |
| May 13 | CE Mark approval | Positive | +1.1% | FemHSG Catheter received European CE Mark approval for commercial expansion |
| May 8 | Quarterly earnings | Negative | -6.0% | Results disclosed limited cash runway and substantial going-concern financing uncertainty |
| May 5 | Commercial product launch | Positive | +7.4% | FemaSeed generated its first revenue-generating commercial use in OB/GYN practices |
| Apr 22 | FemaSeed launch | Positive | -1.6% | FemaSeed Complete launched for first-line in-office insemination by OB/GYNs |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
FEMY's recent news reactions were mixed, with three aligned moves and two divergences relative to the apparent news direction.
Key Terms
private placement financial
pre-funded warrants financial
milestone warrants financial
volume weighted average price technical
registration statement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
-- Potential proceeds would be received upon full cash exercise of warrants --
ATLANTA, Aug. 07, 2026 (GLOBE NEWSWIRE) -- Femasys Inc. (NASDAQ: FEMY), a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide, announced today that it has entered into a securities purchase agreement (the “Purchase Agreement”) for a
Laidlaw & Company (UK) Ltd. acted as placement agent for the private placement. Lake Street Capital Markets, LLC served as financial advisor in connection with the transaction.
Pursuant to the terms of the Purchase Agreement, the Company is selling to the investors an aggregate of 9,374,999 shares of the Company’s Common Stock and pre-funded warrants to purchase shares of the Company’s Common Stock, together with accompanying warrants to purchase an aggregate of 18,749,998 shares of the Company’s Common Stock. For each share of Common Stock or pre-funded warrant purchased, each investor will receive two accompanying warrants with a term of three years: (i) a warrant to purchase an aggregate of 9,374,999 shares of common stock and (ii) a milestone warrant to purchase an aggregate of 9,374,999 shares of common stock. The purchase price per share of Common Stock and accompanying warrants is
The milestone warrants will become exercisable beginning 12 months following the closing and will expire 45 days after the Company’s achievement of (i) reported U.S. revenue of at least
"We are proud to welcome Nantahala as the lead investor in this transformational financing. We believe the participation of prominent institutional investors reflect confidence in Femasys’ strategy, differentiated technologies and significant market opportunity,” said Kathy Lee-Sepsick, Chief Executive Officer and Founder of Femasys. “This financing substantially strengthens our balance sheet and provides the runway to execute our business plan, including bringing our fertility portfolio directly to U.S. OB/GYNs and fertility specialists and advancing the U.S. FemBloc® clinical and regulatory program. As we deliver across both programs, we expect to achieve meaningful value-creation milestones, while future milestone-based proceeds could provide additional capital to strengthen our financial position, support continued commercial execution and drive long-term shareholder value.”
The securities described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in a transaction exempt from the registration requirements of the Securities Act. Accordingly, these securities may not be sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Femasys has agreed to file a registration statement with the U.S. Securities and Exchange Commission (SEC) pursuant to a registration rights agreement entered into concurrently with the purchase agreement, registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the pre-funded warrants and other warrants issued in this private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Femasys
Femasys is a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs 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 (ITI), a groundbreaking first-step infertility treatment used with the CLIA waived FemSperm® sperm preparation and analysis product line; FemVue®, a device enabling ultrasound-based fallopian tube assessment; and FemHSG™ Catheter, used with FemVue for comprehensive fertility workup. Published clinical trial data demonstrate that FemaSeed achieved more than double the pregnancy rate of 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 2025, the UK in August 2025, and New Zealand in September 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 demonstrate 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 ongoing.
Learn more at www.femasys.com, or follow us on X, Facebook and LinkedIn.
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. 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: 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, 2025, 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:
IR@femasys.com
Media@femasys.com
