Femasys (FEMY) Announces Proposed Share Offering, Concurrent Private Placement

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 that it intends to offer and sell shares of its common stock in an underwritten public offering. In addition, Femasys expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock sold in the public offering. In addition, certain existing institutional stockholders of Femasys and certain of its directors and officers have indicated an interest to purchase shares of common stock in a concurrent private placement.

All of the securities in the public offering and private placement are being offered by Femasys. The public offering and private placement are subject to market conditions, and there can be no assurance as to whether or when the public offering and private placement may be completed, or as to the actual size or terms of the public offering and private placement. 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.

Femasys intends to use the net proceeds from the public offering and 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.

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 will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the public offering may also be obtained from JonesTrading Institutional Services LLC, Attention: Equity Capital Markets, 325 Hudson Street, 6th Floor New York, New York 10013; email: [email protected]. The concurrent private placement of the securities will be 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.

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