424B3 1 ny20081537x3_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298747

PROSPECTUS

Femasys Inc.

28,124,997 Shares

Common Stock

This prospectus relates to the offer and resale from time to time by the selling stockholders named in this prospectus of up to an aggregate of 28,124,997 shares of our common stock, par value $0.001 per share. These shares consist of (i) 5,013,559 shares of our common stock, (ii) 4,361,440 shares of our common stock issuable upon the exercise of pre-funded warrants (“Pre-Funded Warrants”), (iii) 9,374,999 shares of common stock issuable upon the exercise of common stock warrants (“Common Warrants”) and (iv) 9,374,999 shares of our common stock issuable upon the exercise of milestone warrants (“Milestone Warrants” and, collectively with the Pre-Funded Warrants and the Common Warrants, the “Warrants”), in each case, that were initially issued pursuant to that certain securities purchase agreement with certain accredited investors as part of a private placement completed on August 10, 2026.

Our registration of the securities covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares of common stock. The selling stockholders may sell or otherwise dispose of the shares of common stock publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the selling stockholders may sell their shares in the section entitled “Plan of Distribution.”

We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We will, however, receive the proceeds from any exercise of the warrants for cash.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FEMY.” On September 1, 2026, the last reported per share price of our common stock on the Nasdaq was $3.26 per share.

Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described under the caption “Risk Factors” in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 28, 2026.


			Page
About this Prospectus			ii
Industry and Market Data			ii
The Company			1
Offering Summary			4
Cautionary Note Regarding Forward Looking Statements			5
Risk Factors			7
Use of Proceeds			8
Selling Stockholders			9
Plan of Distribution			15
Legal Matters			17
Experts			17
Where You Can Find More Information			17
Incorporation of Certain Documents by Reference			18


Name of Selling Stockholder	Number of shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After Offering
Blackwell Partners LLC - Series A	4,210,650	4,210,650⁽¹⁾	—
Nantahala Capital Partners Limited Partnership	3,107,016	3,107,016⁽²⁾	—
NCP RFM LP	967,791	967,791⁽³⁾	—
Eastmain 2023 Fund LP	1,089,543	1,089,543⁽⁴⁾	—
Pinehurst Partners, L.P.	1,875,000	1,875,000⁽⁵⁾	—
Rosalind Master Fund L.P.	4,687,500	4,687,500⁽⁶⁾	—
Lytton-Kambara Foundation	1,875,000	1,875,000⁽⁷⁾	—
Empery Asset Master, LTD	788,721	788,721⁽⁸⁾	—
Empery Tax Efficient, LP	250,251	250,251⁽⁸⁾	—
Empery Tax Efficient III, LP	367,278	367,278⁽⁸⁾	—
The Hewlett Fund LP	1,406,250	1,406,250⁽⁹⁾	—
Funicular Funds, LP	937,500	937,500⁽¹⁰⁾	—
Stonepine Capital, LP	937,500	937,500⁽¹¹⁾	—
Marc R. Schechter Revocable Trust	703,125	703,125⁽¹²⁾	—
Corsair Capital Partners, LP	394,500	394,500⁽¹³⁾	—
Corsair Capital Partners 100, LP	57,657	57,657⁽¹³⁾	—
Corsair Capital Investors, Ltd.	16,593	16,593⁽¹³⁾	—
Boothbay Absolute Return Strategies, LP	375,000	375,000⁽¹⁴⁾	—


Name of Selling Stockholder	Number of shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After Offering
Kingsbrook Opportunities Master Fund LP	93,750	93,750⁽¹⁵⁾	—
Creek Drive Capital Management LP	468,750	468,750⁽¹⁶⁾	—
Red Hook Fund LP	468,750	468,750⁽¹⁷⁾	—
Brio Capital Master Fund Ltd.	468,750	468,750⁽¹⁸⁾	—
3i, LP	375,000	375,000⁽¹⁹⁾	—
Intracoastal Capital LLC	375,000	375,000⁽²⁰⁾	—
Pathfinder Asset Management Ltd.	281,250	281,250⁽²¹⁾	—
Alumni Capital LP	234,375	234,375⁽²²⁾	—
Robert Forster	234,375	234,375⁽²³⁾	—
Pinz Capital Special Opportunities Fund, LP	211,875	211,875⁽²⁴⁾	—
Cedarview Opportunities Master Fund LP	187,500	187,500⁽²⁵⁾	—
Warberg WF XIV LP	93,750	93,750⁽²⁶⁾	—
Warberg WF XIII LP	93,750	93,750⁽²⁶⁾	—
PoC Capital, LLC	93,750	93,750⁽²⁷⁾	—
Steven Glass	93,750	93,750⁽²⁸⁾	—
Connective Capital Emerging Energy QP LP	80,118	80,118⁽²⁹⁾	—
Connective Capital I QP LP	13,629	13,629⁽²⁹⁾	—
Rich Molinsky	46,875	46,875⁽³⁰⁾	—
Kathy Lee-Sepsick	68,519	46,875⁽³¹⁾	21,644
Dov Elefant	49,798	46,875⁽³²⁾	2,923
Megan Indeglia	18,750	18,750⁽³³⁾	—
John Canning	14,625	13,125⁽³⁴⁾	1,500
Benjamin Dings	11,178	9,375⁽³⁵⁾	1,803
Jeffrey Mifek	10,786	9,375⁽³⁶⁾	1,411
Spencer Roeck	9,901	9,375⁽³⁷⁾	526
Jeremy Sipos	11,689	9,375⁽³⁸⁾	2,314