S-1/A 1 ny20053452x7_s1a.htm S-1/A

As filed with the Securities and Exchange Commission on August 21, 2025

Registration No. 333-289722

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Femasys Inc.

(Exact name of registrant as specified in its charter)

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(770) 500-3910

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kathy Lee-Sepsick

President and Chief Executive Officer

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(770) 500-3910

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

David S. Rosenthal, Esq.

Anna Tomczyk, Esq.

Dechert LLP

1095 Avenue of Americas

New York, New York 10036

(212) 698-3616

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


	Per Share and Accompanying Common Warrant	Per Pre-Funded Warrant and Accompanying Common Warrant	Total
Public offering price⁽¹⁾	$	$	$
Underwriting discounts and commissions⁽²⁾	$	$	$
Proceeds to us, before expenses⁽³⁾	$	$	$


CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS			ii
ABOUT THIS PROSPECTUS			iv
PROSPECTUS SUMMARY			1
THE OFFERING			5
RISK FACTORS			8
CAPITALIZATION			12
DILUTION			13
DIVIDEND POLICY			15
DESCRIPTION OF SECURITIES WE ARE OFFERING			16
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF COMMON STOCK, PRE-FUNDED WARRANTS AND COMMON WARRANTS			19
USE OF PROCEEDS			25
UNDERWRITING			26
LEGAL MATTERS			34
EXPERTS			34
WHERE YOU CAN FIND MORE INFORMATION			34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			35


	Actual	As Adjusted
Cash and cash equivalents	$3,218,067	$10,408,067
Convertible notes payable, net (including related parties)	$6,080,813	$6,080,813
Stockholders’ equity:
Common stock, par value $0.001 per share; 200,000,000 shares authorized, 32,692,630 shares issued and 32,575,407 outstanding, actual; 44,121,201 shares issued and 44,003,978 shares outstanding, as adjusted	32,693	44,122
Treasury stock, 117,223 common shares, actual, as adjusted	(60,000)	(60,000)
Warrants	1,821,744	1,821,744
Additional paid-in capital	137,394,016	144,572,587
Accumulated deficit	(137,681,018)	(137,681,018)
Total stockholders’ equity	$1,507,435	$8,697,435
Total capitalization	$7,588,248	$14,778,248


	Price Per Share and Accompanying Common Warrant	Per Pre-Funded Warrant and Accompanying Common Warrant	Total
Public Offering Price	$	$	$
Underwriting discount⁽¹⁾	$	$	$
Proceeds, before expenses, to us⁽²⁾	$	$	$


SEC registration fee			$2,449.60
FINRA filing fee			$1,880.00
Legal fees and expenses			$200,000.00
Accounting fees and expenses			$35,000.00
Printing and related expenses			$10,000.00
Miscellaneous			$670.40
Total expenses			$250,000.00


Exhibit Number			Description of Exhibit
1.1*			Underwriting Agreement, by and between the Company and JonesTrading Institutional Services LLC and Laidlaw & Company (UK) Ltd., as underwriters.
3.1			Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc., dated as of June 22, 2021 (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on June 22, 2021, and incorporated by reference herein).
3.2			Amended and Restated Bylaws of Femasys Inc. (filed as Exhibit 3.4 to the Registration Statement on Form S-1 of the Company (File No. 333-256156), as filed on May 14, 2021, and incorporated by reference herein).
3.3			First Amendment to the Amended and Restated Bylaws of Femasys Inc., dated as of March 29, 2023 (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on March 30, 2023, and incorporated by reference herein).
4.1			Description of the Registrant’s Securities (filed as Exhibit 4.1 to the Annual Report on Form 10-K of the Company (File No. 001-40492), as filed on March 24, 2022, and incorporated by reference herein).
4.2			Form of Certificate of Common Stock of Femasys Inc. (filed as Exhibit 4.1 to the Registration Statement on Form S-1 of the Company (File No. 333-256156), as filed on May 14, 2021, and incorporated by reference herein).
4.3			Form of Indenture (filed as Exhibit 4.3 to the Registration Statement on Form S-3 of the Company (File No. 333-288527), as filed on July 3, 2025, and incorporated by reference herein).
4.4			Form of Pre-Funded Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on April 20, 2023, and incorporated by reference herein).
4.5			Form of Common Stock Warrant (filed as Exhibit 4.2 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on April 20, 2023, and incorporated by reference herein).
4.6			Form of Placement Agent Warrant (filed as Exhibit 4.3 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on April 20, 2023, and incorporated by reference herein).
4.7			Form of Series A Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
4.8			Form of Series B Warrant (filed as Exhibit 4.2 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
4.9			June 2025 Underwriter Warrant (filed as Exhibit 1.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on June 2, 2025, and incorporated by reference herein).
4.10*			Form of August 2025 Underwriter Warrant.
4.11*			Form of August 2025 Pre-Funded Warrant.
4.12*			Form of August 2025 Common Warrant.
5.1*			Opinion of Dechert LLP.
10.1			Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder (filed as Exhibit 10.3 to the Registration Statement on Form S-1 of the Company (File No. 333-256156), as filed on May 14, 2021, and incorporated by reference herein).
10.2			Femasys Inc. 2021 Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Registration Statement on Form S-1 of the Company (File No. 333-256156), as filed on May 14, 2021, and incorporated by reference herein).
10.3			Amended and Restated Employment Agreement, by and between Femasys Inc. and Kathy Lee-Sepsick (filed as Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-256156), as filed on June 14, 2021, and incorporated by reference herein).


Exhibit Number			Description of Exhibit
10.4			Amended and Restated Employment Agreement, by and between Femasys Inc. and Daniel Currie (filed as Exhibit 10.8 to the Registration Statement on Form S-1/A (File No. 333-256156), as filed on June 14, 2021, and incorporated by reference herein).
10.5			Femasys Inc. Non-Employee Director Compensation Policy (filed as Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-256156), as filed on June 14, 2021, and incorporated by reference herein).
10.6			Form of Indemnification Agreement between Femasys Inc. and its directors and officers (filed as Exhibit 10.12 to the Registration Statement on Form S-1 (File No. 333-256156), as filed on May 14, 2021, and incorporated by reference herein).
10.7			Employment Agreement, dated as of February 28, 2022, between Femasys Inc. and Dov Elefant (filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on February 24, 2022, and incorporated by reference herein).
10.8			Form of Inducement Stock Option Agreement (filed as Exhibit 10.2 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on February 24, 2022, and incorporated by reference herein).
10.9			Equity Distribution Agreement dated as of July 1, 2022, by and between Femasys Inc. and Piper Sandler & Co. (filed as Exhibit 1.2 to the Registration Statement on Form S-3 of the Company (File No. 333-266001), as filed on July 1, 2022, and incorporated by reference herein).
10.10			Any Market Purchase Agreement dated as of June 30, 2025, by and between Femasys Inc. and Alumni Capital LP (filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on July 3, 2025, and incorporated by reference herein).
10.11			Form of Securities Purchase Agreement dated November 14, 2023, between Femasys Inc. and the purchaser(s) party thereto (filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
10.12			Form of Stock Purchase Agreement dated May 29, 2025, between Femasys Inc. and the purchaser(s) party thereto (filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on June 2, 2025, and incorporated by reference herein).
10.13			Form of Convertible Note (filed as Exhibit 10.2 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
10.14			Form of Registration Rights Agreement dated November 14, 2023, between Femasys Inc. and certain investors (filed as Exhibit 10.3 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
10.15			Form of Collaboration Agreement dated November 14, 2023, between Femasys Inc. and PharmaCyte Biotech, Inc. (filed as Exhibit 10.4 to the Current Report on Form 8-K of the Company (File No. 001-40492), as filed on November 15, 2023, and incorporated by reference herein).
23.1*			Consent of Independent Auditor
23.2*			Consent of Dechert LLP (included in Exhibit 5.1)
107*			Filing Fee Table


Name	Position	Date

/s/ Kathy Lee-Sepsick	President, Chief Executive Officer and Director (Principal Executive Officer)	August 21, 2025
Kathy Lee-Sepsick

*	Chief Financial Officer (Principal Financial and Accounting Officer)	August 21, 2025
Dov Elefant

*	Chair of the Board of Directors	August 21, 2025
Charles Larsen	Chair of the Board of Directors

*	Director	August 21, 2025
Alistair Milnes

*	Director	August 21, 2025
Joshua Silverman

*	Director	August 21, 2025
Edward Uzialko, Jr.

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification No.)

Amendment: SEC Form S-1/A filed by Femasys Inc.