Femasys Secures $30 Million Private Placement, with Potential Proceeds of Up to $90 Million

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.

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 could provide $30 million at closing but may also expand share supply and dilute existing ownership through warrant conversion.

Femasys has entered a securities purchase agreement, but the financing remains subject to closing conditions and is expected to close around August 10, 2026. If completed, the company would receive $30 million while existing common holders could see lower percentage ownership as the issued shares and pre-funded warrants add shares, with further dilution possible if accompanying warrants are exercised.

Pre-funded warrants are sold at nearly the full share price with a nominal exercise price and convert to shares when exercised; here, their purchase price is $3.1999 and their exercise price is $0.0001 per share.

For scale, the full $90 million potential proceeds equal 1954.9 days of the operating cash outflow reported for the first quarter of 2026, but that comparison includes $60 million dependent on later warrant exercise rather than cash committed at closing.

Sources and calculations

• Femasys private placement release (2026-08-07)
• Dilution (2026-07-17)
• Pre-funded warrant (2026-07-17)
• Femasys first-quarter 2026 fundamentals (2026Q1)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $90,000,000 / ($4,143,508 / 90) = 1954.9 days

Argus Aug 7 session 25 alerts

-9.83% close to close 21.4x rel. volume Open Argus

Details

Market move: FEMY -9.83% in the Aug 7 session. private placement financing

+16.8% Peak Tracked

-25.4% Trough Tracked

$11.34M Market Cap

On Aug 7, the day this news came out, FEMY closed 9.83% below the previous close. Argus tracked a peak move of +16.8% during that session. Argus tracked a trough of -25.4% from its starting point during tracking. Our momentum scanner recorded 25 alerts for this stock that day. Relative volume reached 21.4x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 7 session.

Key Figures

Private placement: $30 million Potential total proceeds: $90 million Common shares and pre-funded warrants: 9,374,999 shares +5 more

Private placement

$30 million

announced financing

Potential total proceeds

$90 million

including full cash exercise of warrants

Common shares and pre-funded warrants

9,374,999 shares

securities sold in the placement

Accompanying warrants

18,749,998 shares

aggregate underlying warrant shares

Purchase price

$3.20 per share

common stock and accompanying warrants

Additional potential proceeds

$60 million

upon full cash exercise of warrants

Warrant exercise price

$2.95 per share

accompanying warrants

Revenue milestone

$1.5 million

minimum U.S. revenue in any fiscal quarter for milestone warrants

Historical Context

5 past events · Latest: Jun 24

5 events

1. Jun 24

   Nasdaq compliance

   24h Move

   -8.5%

   Nasdaq confirmed closure of the minimum bid price compliance matter

2. May 13

   CE Mark approval

   24h Move

   +1.1%

   FemHSG Catheter received European CE Mark approval for commercial expansion

3. May 8

   Quarterly earnings

   24h Move

   -6.0%

   Results disclosed limited cash runway and substantial going-concern financing uncertainty

4. May 5

   Commercial product launch

   24h Move

   +7.4%

   FemaSeed generated its first revenue-generating commercial use in OB/GYN practices

5. Apr 22

   FemaSeed launch

   24h Move

   -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.

Key Terms

private placement, pre-funded warrants, milestone warrants, volume weighted average price, +1 more

5 terms

private placement financial

"entered into a securities purchase agreement for a $30 million private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"shares of the Company’s Common Stock and pre-funded warrants to purchase shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

milestone warrants financial

"a milestone warrant to purchase an aggregate of 9,374,999 shares"

Milestone warrants are rights that let holders buy a company’s stock only if specific goals—such as regulatory approvals, sales targets, or project completions—are met. Think of them as a coupon that only becomes usable when the company hits agreed checkpoints; they matter to investors because they create contingent value and potential share dilution, and they signal which outcomes the company and its backers consider most important.

volume weighted average price technical

"the daily volume weighted average price of its common stock"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

registration statement regulatory

"an effective resale registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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-- 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 $30 million private placement with certain accredited investors. The financing was led by new institutional investor Nantahala Capital, with participation from additional new healthcare-focused funds, including Rosalind Advisors, Inc., as well as members of Femasys’ management team. The private placement is subject to customary closing conditions and is expected to close on or around August 10, 2026.

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 $3.20 and the purchase price per pre-funded warrants and accompanying warrants is $3.1999 (equal to the per share purchase price minus $0.0001). Each pre-funded warrant has an exercise price of $0.0001 per share. The exercise price of the accompanying warrants is $2.95 per share. If all of the warrants are exercised for cash, the Company would receive up to an additional $60 million in potential proceeds upon full cash exercise of the warrants, which exercise is at each holder’s discretion and, with respect to the milestone warrants, subject to the Company’s achievement of specified revenue and share price milestones, described below.

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 $1.5 million in any fiscal quarter, (ii) the daily volume weighted average price of its common stock equal to or greater than 130% of the milestone warrant exercise price on at least 20 trading days during any 30-consecutive-trading-day period, (iii) the daily volume weighted average price of its common stock on such date is equal to or greater than 130% of the milestone warrant exercise price, and (iv) an effective resale registration statement.

"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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Femasys (NASDAQ:FEMY) $30 million private placement announced on August 7, 2026?

Femasys agreed to a $30 million private placement of common shares and pre-funded warrants, each bundled with two three-year warrants. According to Femasys, pricing is $3.20 per share and $3.1999 per pre-funded unit, with accompanying warrants exercisable at $2.95 per share.

How many new shares and warrants will Femasys (FEMY) issue in this August 2026 private placement?

Femasys is issuing 9,374,999 common shares and pre-funded warrants, plus accompanying warrants for 18,749,998 common shares. According to Femasys, each share or pre-funded warrant comes with two warrants, including a milestone warrant series for 9,374,999 additional shares.

What potential additional proceeds could Femasys (FEMY) receive from warrant exercises in this financing?

If all accompanying and milestone warrants are exercised for cash, Femasys could receive up to $60 million in additional proceeds. According to Femasys, warrant exercise is at each holder’s discretion and, for milestone warrants, depends on achieving specified revenue and share-price conditions.

What conditions govern the exercisability of Femasys (FEMY) milestone warrants from the August 2026 financing?

Milestone warrants become exercisable 12 months after closing and expire 45 days after specific milestones. According to Femasys, these include at least $1.5 million U.S. quarterly revenue, stock VWAP at or above 130% of exercise price on defined trading days, and an effective resale registration statement.

How will Femasys (NASDAQ:FEMY) use proceeds from its August 2026 private placement?

Femasys plans to strengthen its balance sheet and fund its business plan with the proceeds. According to Femasys, priorities include bringing its fertility portfolio directly to U.S. OB/GYNs and fertility specialists and advancing the U.S. FemBloc clinical and regulatory program.

Who are the lead investors and advisors in Femasys (FEMY) August 2026 private placement?

The financing is led by Nantahala Capital, with participation from Rosalind Advisors and other healthcare funds. According to Femasys, Laidlaw & Company acted as placement agent, while Lake Street Capital Markets served as financial advisor for the private placement.

When is the Femasys (FEMY) $30 million private placement expected to close and what are the closing conditions?

The private placement is expected to close on or around August 10, 2026, subject to customary closing conditions. According to Femasys, the securities are being issued in a transaction exempt from Securities Act registration, with resale registration to be filed under a registration rights agreement.