Femasys Inc. 美股招股说明书（2025年6月2日版）

3,600,000 SHARES OF COMMON STOCK We are offering 3,600,000 shares of our common stock, par value $0.001 per share (“common stock”). Thepurchase price for each share is $0.85. Our common stock is listed on the Nasdaq Capital Market under the symbol “FEMY.” On May 28, 2025, thelast reported sale price of the common stock on the Nasdaq Capital Market was $1.06 per share. (1)We have agreed to pay the underwriter a commission equal to 7.0% of the aggregate gross proceeds from the sale of the securities inthis offering. See “Underwriting” for additional disclosure regarding underwriting compensation and estimated offering expenses. We intend to grant the underwriter an option for a period of up to 30 days from the date of this prospectussupplement to purchase up to an additional 540,000 shares of our common stock at the public offering price, less The aggregate market value of our outstanding common stock held by non-affiliates is approximately $33.0million, which was calculated based on 25,551,370 shares of outstanding common stock that were held by non-affiliates as of May 29, 2025 and a price per share of $1.29, the closing price of our common stock on April2,2025. Pursuant to General Instruction I.B.6. of FormS-3, in no event will we sell securities pursuant to theregistration statement of which this prospectus supplement forms a part with a value more than one-third of theaggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the Certain existing institutional stockholders and certain of our directors and officers (collectively, the “PrivatePlacement Purchasers”), all of which qualify as qualified institutional buyers or accredited investors, have agreedto purchase shares of our common stock in a concurrent private placement (the “Concurrent Private Placement”)exempt from the registration requirement of the Securities Act of 1933, as amended. The existing institutionalstockholders have agreed to purchase an aggregate of 1,588,235 shares at a per share price equal to $0.85, thepublic offering price, and the directors and officers have agreed to purchase an aggregate of 98,040 shares at a pershare price equal to $1.02, the last consolidated closing price prior to pricing. The closing of this offering is not Investing in our common stock involves significant risks. See “Risk Factors” on page S-7of thisprospectus supplement and in the documents incorporated by reference into this prospectus supplement Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the shares of common stock to the investors on or about June 2, 2025. Sole BookrunnerJones The date of this prospectus supplement is May 29, 2025. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents we have filed with the Securitiesand Exchange Commission, or SEC, that are incorporated by reference herein and therein contain forward-lookingstatements within the meaning of Section27A of the Securities Act, and Section21E of the Exchange Act of 1934,as amended, that involve a number of risks and uncertainties. All statements other than statements of historical factscontained in this prospectus supplement and the accompanying prospectus and the documents incorporated byreferenceherein and therein,including statements concerning possible or assumed future actions,businessstrategies,events or results of operations,and any statements that refer to projections,forecasts or other In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,”“plan,”“anticipate,”“could,”“intend,”“target,”“project,”“contemplate,”“believe,”“estimate,”“predict,”“potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statementsin this prospectus supplement and the accompanying prospectus and the documents incorporated by reference hereinandtherein are only predictions.We have based these forward-looking statements largely on our currentexpectations and projections about future events and financial trends that we believe may affect our business,financial condition and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance orevents and circumstances reflected in the forward-looking statements will be achieved or occur. Because forward- •our ability to obtain additional financing to fund the clinical development and commercialization of our productcandidate FemBloc®permanent birth control, if approved for sale, approved products and fund our ope