Femasys Announces Proposed Public Offering of Common Stock and Concurrent Private Placement
ATLANTA, May 29, 2025 (GLOBE NEWSWIRE) -- 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: ecm@jonestrading.com. 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.
About FemasysFemasys Inc. (NASDAQ: FEMY) is a biomedical company aiming to meet women's needs worldwide by developing a suite of products and product candidates that include minimally invasive, in-office technologies for reproductive health. Its two lead product candidates are FemBloc® permanent birth control and FemaSeed® localized directional insemination for infertility. The Company's products currently marketed in the United States, include FemVue® for fallopian tube assessment by ultrasound, which can be used in conjunction with FemCath™, an intrauterine catheter for selective evaluation of the fallopian tubes, and FemCerv®, an endocervical tissue sampler that is the first product of the technology platform for tissue sampling.
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, and include, among others, statements regarding the completion of the public offering and the private placement, the satisfaction of customary closing conditions related to the public offering and the private placement and the anticipated use of proceeds therefrom. 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: market and other conditions, our ability to develop and advance our FemBloc product candidates and programs into, and successfully initiate, enroll and complete, the clinical trial; the ability of our clinical trial to demonstrate safety and effectiveness of our FemBloc product candidate and other positive results; estimates regarding the total addressable market for 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 ability to raise sufficient capital for such model and plans; 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, 2024 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: Investors: IR@femasys.com
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