Femasys Inc.

08/08/2024 | Press release | Distributed by Public on 08/08/2024 06:46

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to____________

Commission file number: 001-40492


Femasys Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
11-3713499
(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

3950 Johns Creek Court, Suite 100

Suwanee, GA

30024
(Address of principal executive offices)

(Zip Code)
(770) 500-3910
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which
registered
Common stock, $0.001 par value

FEMY

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "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 13(a) of the Exchange Act. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The Registrant had 22,232,799 shares of common stock, $0.001 par value, outstanding as of August 7, 2024.
TABLE OF CONTENTS
Page



Part I. Financial Information
Item 1
Condensed Financial Statements
5
Condensed Balance Sheets as of June 30, 2024 and December 31, 2023 (unaudited)
6
Condensed Statements of Comprehensive Loss for the Three and Six months ended June 30, 2024 and 2023 (unaudited)
7
Condensed Statements of Stockholders' Equity for the Three and Six months ended June 30, 2024 and 2023 (unaudited)
8
Condensed Statements of Cash Flows for the Six months ended June 30, 2024 and 2023 (unaudited)
10
Condensed Notes to Financial Statements (unaudited)
11
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3
Quantitative and Qualitative Disclosures About Market Risk
26
Item 4
Controls and Procedures
26
Part II. Other Information
Item 1
Legal Proceedings
27
Item 1A
Risk Factors
28
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
28
Item 3
Defaults Upon Senior Securities
28
Item 4
Mine Safety Disclosures
28
Item 5
Other Information
28
Item 6
Exhibits
28
SIGNATURES
30

2
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "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, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

•
our ability to successfully initiate and grow the commercial launch of FemaSeed®;


•
our ability to obtain additional financing to fund the clinical development and commercialization of our product candidate and products and fund our operations;


•
estimates regarding the total addressable market for our products and product candidate;


•
competitive companies and technologies in our industry;


•
our business model and strategic plans for our products, product candidate, technologies and business, including our implementation thereof;


•
commercial success and market acceptance of our products and product candidate;


•
our ability to achieve and maintain adequate levels of coverage or reimbursement for FemaSeed, FemBloc or any future product candidates, and our products we may seek to commercialize;


•
our ability to accurately forecast customer demand for our product candidates, and manage our inventory;


•
our ability to build, manage and maintain our direct sales and marketing organization, and to market and sell our artificial insemination product, permanent birth control system, and women-specific medical product solutions in markets in and outside of the United States;


•
our expectations about market trends


•
our ability to develop and advance our current product candidate, FemBloc® and successfully initiate and complete, clinical trials;


•
the ability of our clinical trials to demonstrate safety and effectiveness of our product candidate, FemBloc and other positive results;


•
our ability to enroll subjects in the clinical trials for our product candidate, FemBloc in order to advance the development thereof on a timely basis;


•
our ability to obtain U.S. Food and Drug Administration (FDA) approval for our product candidate, FemBloc, for permanent birth control, ability to establish and expand sales of our women-specific medical products and develop and commercialize additional products;


•
our ability to obtain regulatory approvals for and commercialize our product candidate FemBloc, or the effect of delays in obtaining regulatory authorizations and commercialize;


•
our ability to manufacture our products and product candidates in compliance with applicable laws, regulations and requirements and to oversee third-party suppliers, service providers and vendors in the performance of any contracted activities in accordance with applicable laws, regulations and requirements;


•
our ability to hire and retain our senior management and other highly qualified personnel;


•
FDA or other U.S. or foreign regulatory or governmental actions affecting us or the healthcare industry generally, including healthcare reform measures in the United States and international markets;


•
the timing or likelihood of regulatory filings and approvals or clearances;


•
our ability to establish and maintain intellectual property protection for our product candidates and our ability to avoid claims of infringement; and


•
the volatility of the trading price of our common stock.

3
Table of Contents
The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report on Form 10-Q entitled "Risk Factors" and "Management'sDiscussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. The forward-looking statements contained in this Quarterly Report on 10-Q are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended.

4
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM I.
Financial Statements

FEMASYS INC.
Condensed Balance Sheets
(unaudited)

Assets
June 30,
2024
December 31,
2023
Current assets:
Cash and cash equivalents
$
13,525,898
21,716,077
Accounts receivable, net
92,535
98,906
Inventory, net
1,315,580
667,118
Prepaid and other current assets
997,623
695,879
Total current assets
15,931,636
23,177,980
Property and equipment, at cost:
Leasehold improvements
1,212,417
1,212,417
Office equipment
47,308
47,308
Furniture and fixtures
429,933
414,303
Machinery and equipment
2,599,994
2,559,356
Construction in progress
651,157
423,077
4,940,809
4,656,461
Less accumulated depreciation
(3,678,450
)
(3,545,422
)
Net property and equipment
1,262,359
1,111,039
Long-term assets:
Lease right-of-use assets, net
2,081,054
2,380,225
Intangible assets, net of accumulated amortization
44,317
-
Other long-term assets
957,078
1,086,581
Total long-term assets
3,082,449
3,466,806

Total assets
$
20,276,444
27,755,825

(continued)

5
Table of Contents
FEMASYS INC.
Condensed Balance Sheets
(unaudited)

Liabilities and Stockholders' Equity
June 30,
2024
December 31,
2023
Current liabilities:
Accounts payable
$
951,510
1,137,823
Accrued expenses
886,352
1,444,296
Clinical holdback - current portion
92,397
65,300
Lease liabilities - current portion
533,734
406,636
Total current liabilities
2,463,993
3,054,055
Long-term liabilities:
Clinical holdback - long-term portion
32,706
54,935
Convertible notes payable, net (including related parties)
 4,758,017 4,258,179
Lease liabilities - long-term portion
1,771,487
2,036,067
Total long-term liabilities
6,562,210
6,349,181
Total liabilities
9,026,203
9,403,236
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001par, 200,000,000authorized,22,350,022shares issued and 22,232,799outstanding as of June 30, 2024; and 21,774,604shares issued and 21,657,381outstanding as of December 31, 2023
22,350
21,775
Treasury stock, 117,223common shares
(60,000
)
(60,000
)
Warrants
2,608,642
2,787,137
Additional paid-in-capital
125,344,962
123,985,306
Accumulated deficit
(116,665,713
)
(108,381,629
)
Total stockholders' equity
11,250,241
18,352,589
Total liabilities and stockholders' equity
$
20,276,444
27,755,825
The accompanying notes are an integral part of these condensed unaudited financial statements.

6
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FEMASYS INC.
Condensed Statements of Comprehensive Loss
(unaudited)

Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023
Sales
$
221,484
320,514
492,624
614,498
Cost of sales (excluding depreciation expense)
73,125
110,469
161,657
215,589
Operating expenses:
Research and development
1,975,875
1,527,172
3,746,606
3,064,611
Sales and marketing
975,190
128,899
1,275,677
373,795
General and administrative
1,611,817
1,356,637
3,114,621
2,671,774
Depreciation and amortization
67,628
133,299
138,856
266,365
Total operating expenses
4,630,510
3,146,007
8,275,760
6,376,545
Loss from operations
(4,482,151
)
(2,935,962
)
(7,944,793
)
(5,977,636
)
Other income (expense):
Interest income
184,138
42,652
408,822
139,741
Interest expense
 (388,311 ) (198 ) (749,863 ) (1,870 )
Total other income (expense), net
(204,173 ) 42,454 (341,041 ) 137,871
Loss before income taxes
(4,686,324 ) (2,893,508 ) (8,285,834 ) (5,839,765 )
Income tax benefit
(1,750 ) - (1,750 ) -
Net loss
$
(4,684,574
)
(2,893,508
)
(8,284,084
)
(5,839,765
)
Net loss attributable to common stockholders, basic and diluted
$
(4,684,574
)
(2,893,508
)
(8,284,084
)
(5,839,765
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.21
)
(0.22
)
(0.38
)
(0.47
)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
22,215,516
13,107,590
21,995,436
12,493,334

The accompanying notes are an integral part of these condensed unaudited financial statements.

7
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FEMASYS INC.
Condensed Statements of Stockholders' Equity
(unaudited)


Total
Common stock
Treasury common stock
Additional Accumulated stockholders'
Shares
Amount
Shares
Amount
Warrants
paid-in capital
deficit
equity
THREE MONTHS ENDED JUNE 30, 2024
Balance at March 31, 2024
22,216,570
$
22,217
117,223
$
(60,000
)

2,631,838
$
124,994,678
$
(111,981,139
)
$
15,607,594
Issuance of common stock in connection with at-the-market offering, net of issuance costs
 121,371 121 - - - 212,697 - 212,818
Issuance of common stock in connection with ESPP
 12,081 12 - - - 10,378 - 10,390
Expiration of warrant
 - - - - (23,196 ) 23,196 - -
Share-based compensation expense
 - - - - - 104,013 - 104,013
Net loss
- -
-
-
- - (4,684,574 ) (4,684,574 )
Balance at June 30, 2024
22,350,022
$
22,350
117,223
$
(60,000
)

2,608,642
$
125,344,962
$ (116,665,713 )
$
11,250,241
SIX MONTHS ENDED JUNE 30, 2024
Balance at December 31, 2023
21,774,604
$
21,775
117,223
$
(60,000
)
$
2,787,137
$
123,985,306
$ (108,381,629 )
$
18,352,589
Issuance of common stock in connection with at-the-market offering, net of issuance costs
563,337 563 - - - 989,185 - 989,748
Issuance of common stock in connection with ESPP
 12,081 12 - - - 10,378 - 10,390
Expiration of warrant
 - - - - (178,495 ) 178,495 - -
Share-based compensation expense - - - - - 181,598 - 181,598
Net loss
-
-
-
-
-
-
(8,284,084
)
(8,284,084
)
Balance at June 30, 2024
22,350,022
$
22,350
117,223
$
(60,000
)
$
2,608,642
$
125,344,962
$
(116,665,713
)
$
11,250,241
The accompanying notes are an integral part of these condensed unaudited financial statements.

8
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FEMASYS INC.
Condensed Statements of Stockholders' Equity
(unaudited)

Total

Common stock
Treasury common stock
Additional Accumulated stockholders'
Shares
Amount
Shares
Amount
Warrants
paid-in capital
deficit
equity
THREE MONTHS ENDED JUNE 30, 2023
Balance at March 31, 2023
11,989,796
$
11,990
117,223
$
(60,000
)
$
567,972
$
108,917,384
$ (97,080,762 )
$
12,356,584
Issuance of common stock and warrants in connection with April 2023 Financing, net of issuance costs
 1,318,000 1,318 - - 2,526,664 818,014 - 3,345,996
Issuance of common stock in connection with ESPP
 3,858 3 - - - 1,694 - 1,697
Exercise of pre-funded warrants
 1,878,722 1,879 - - (1,176,533 ) 1,174,842 - 188
Share-based compensation expense
-
-
-
-
-
65,216
-
65,216
Net loss
-
-
-
-
-
-
(2,893,508 )
(2,893,508
)
Balance at June 30, 2023
15,190,376
$
15,190
117,223
$
(60,000
)
$
1,918,103
$
110,977,150
$ (99,974,270 )
$
12,876,173
SIX MONTHS ENDED JUNE 30, 2023
Balance at December 31, 2022
11,986,927
$
11,987
117,223
$
(60,000
)
$
567,972
$
108,857,065
$ (94,134,505 )
$
15,242,519
Issuance of common stock and warrants in connection with April 2023 Financing, net of issuance costs
 1,318,000 1,318 - - 2,526,664 818,014 - 3,345,996
Issuance of common stock in connection with at-the-market offering, net of issuance costs
 2,869 3 - - - 3,365 - 3,368
Issuance of common stock in connection with ESPP
 3,858 3 - - - 1,694 - 1,697
Exercise of pre-funded warrants
1,878,722 1,879 - - (1,176,533 ) 1,174,842 - 188
Share-based compensation expense
-
-
-
-
-
122,170
-
122,170
Net loss
-
-
-
-
-
-
(5,839,765 )
(5,839,765
)
Balance at June 30, 2023
15,190,376
$
15,190
117,223
$
(60,000
)
$
1,918,103
$
110,977,150
$ (99,974,270 )
$
12,876,173
The accompanying notes are an integral part of these condensed unaudited financial statements.

9
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FEMASYS INC.
Condensed Statements ofCash Flows
(unaudited)

Six Months ended June 30
2024
2023
Cash flows from operating activities:
Net loss
$
(8,284,084
)
(5,839,765
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
133,028
264,040
Amortization
5,828
2,325
Amortization of right-of-use assets
299,171 148,541
Loss on disposal of assets
-
44,538
Inventory reserve write-off
 2,830 1,770
Share-based compensation expense
181,598
122,170
Amortization of debt issuance costs and discount
 544,363 -
Changes in operating assets and liabilities:
Accounts receivable
6,371
(78,276
)
Inventory
(651,292
)
(146,521
)
Prepaid and other assets
(173,828
)
154,065
Accounts payable
(223,682
)
36,119
Accrued expenses
(557,944
)
80,116
Lease liabilities
(137,482
)
(181,065
)
Other liabilities
(39,657
)
3,119
Net cash used in operating activities
(8,894,780
)
(5,388,824
)
Cash flows from investing activities:
Acquisition of patents
 (50,145 ) -
Purchases of property and equipment
(246,978
)
(71,849
)
Net cash used in investing activities
(297,123
)
(71,849
)
Cash flows from financing activities:
Proceeds from the issuance of common stock and warrants in April 2023 Financing
- 3,899,813
Equity issuance costs for April 2023 Financing
- (547,764 )
Proceeds from exercise of pre-funded warrants
- 188
Proceeds from common stock issued through ESPP and exercised options
10,390 1,697
Proceeds from at-the-market sales of common stock
 1,021,994 3,373
Issuance costs for at-the-market sales of common stock
 (30,660 ) -
Repayment of note payable
-
(141,298
)
Payments under lease obligations
-
(12,255
)
Net cash provided by financing activities
1,001,724
3,203,754
Net change in cash and cash equivalents
(8,190,179
)
(2,256,919
)
Cash and cash equivalents:
Beginning of period
21,716,077
12,961,936
End of period
$
13,525,898
10,705,017
Supplemental cash flow information
Cash paid for:
Interest
$ - 1,870
Taxes
4,550
Non-cash investing and financing activities:
Property and equipment costs included in accounts payable and accrued expense
 37,370 -
Commissions costs relating to certain proceeds from issuance of common stock
 - 6,163
Deferred offering costs reclassified to additional paid-in-capital
 1,586 -

The accompanying notes are an integral part of these condensed unaudited financial statements.

10
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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)

(1)
Organization, Nature of Business, and Liquidity
Organization and Nature of Business
Femasys Inc. (the Company or Femasys) was incorporated in Delaware on February 19, 2004 and is headquartered in Suwanee, Georgia. The Company is a leading biomedical company focused on addressing significant unmet needs for women worldwide with a broad portfolio of in-office, accessible, and innovative therapeutic and diagnostic products, including a lead revolutionary product candidate and FDA-cleared products. The Company's mission is to provide women with superior minimally-invasive, non-surgical product technologies, accessible in the office, improving patient care and overall health economics focused on servicing the reproductive health needs for those seeking solutions for infertility issues (FemaSeed® and FemVue®) or permanent birth control (FemBloc®). The Company currently operates as onesegment with an initial focus on servicing the reproductive health needs for those seeking solutions for infertility issues or permanent birth control.
Femasys has an expansive intellectual property portfolio which covers both design and utility patents in the U.S. and significant ex-U.S. markets for each product initiative. Femasys has taken concepts internally conceived and protected through development, including domestic and foreign regulatory approvals, and production, through in-house manufacturing.FemaSeed, a solution which enables directed intratubal insemination to improve on traditional intrauterine insemination (IUI) and provides a lower cost and safer option to in vitro fertilization methods, received approval to sell FemaSeed in Canada in April 2023. In September 2023, the Company received 510(k) clearance from the FDA for FemaSeed for intratubal insemination to market in the United States. A pivotal clinical trial was still ongoing at the time of receiving regulatory clearance, however, enrollment was completed in November 2023. In June 2024, the Company received European Union Medical Device Regulation (EU MDR) certificates and CE Mark certification for four products: FemaSeed, FemVue, FemCerv® and FemCath®. FemVue, a solution that enables fallopian tube assessment with ultrasound as an alternative to the radiologic approach (hysterosalpingogram) for the diagnosis of infertility, is approved for sale in the U.S., Japan, and Canada. FemChec® allows for fallopian tube evaluation after a FemBloc procedure to confirm occlusion (or procedure success). FemCerv is a solution for complete tissue sampling with minimal contamination of the endocervical canal in a virtually pain-free procedure as an alternative to the single biopsy method for diagnosis of cervical cancer and is approved for sale in the U.S. and Canada. FemCath, allows for selective evaluation of an individual fallopian tube as an alternative to the traditional intrauterine catheter that is undirected, is approved for sale in the U.S. and Canada. FemBloc®, the Company's solution for permanent birth control, is based on the Company's platform technology for delivery and in June 2023 Femasys received FDA approval of our IDE to evaluate the safety and efficacy of FemBloc, our non-surgical, non-implant, non-hormonal in-office solution for permanent birth control in a pivotal clinical trial. In August 2023 Femasys announced the initiation of enrollment in the FINALE [Prospective Multi-Center Trial for FemBloc Intratubal Occlusion for TranscervicAL Permanent Birth Control] pivotal trial designed to evaluate the safety and efficacy of FemBloc. This prospective, multi-center, open-label, single-arm study design includes pregnancy rate as the primary endpoint, which will be analyzed once 401 women have relied on FemBloc for one year for permanent birth control. In addition, the study is designed as a roll-in beginning with enrollment of 50 women for a clinical readout primarily of preliminary safety data prior to enrolling the remaining subjects. An interim analysis of clinical data endpoints is planned once 300 women have used FemBloc for permanent birth control for one year. Follow-up will continue annually for five years post-market.
Basis of Presentation
The Company has prepared the accompanying condensed financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. These condensed financial statements should be read in conjunction with the Company's audited financial statements and footnotes related thereto for the year ended December 31, 2023 included in our Annual Report on Form 10K filed with the SEC on March 28, 2024 (the Annual Report). There have been no material changes to the Company's significant accounting policies described in Note 2 to the financial statements included in the Annual Report.
In the opinion of management, the unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's financial position and the results of its operations and cash flows at the dates for periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.
Liquidity
As of June 30, 2024, the Company had cash and cash equivalents of$13,525,898. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and revenue primarily anticipated from the sale of FemVue and FemaSeed to support the Company's research and development activities, primarily focused on FemBloc. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company's business, results of operations, and financial condition could be materially adversely impacted.
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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)
For the six months ended June 30, 2024, the Company generated a net loss of$8,284,084. The Company expects such losses to increase over the next few years as the Company advances FemBloc through clinical development if and until FDA approval is received and is available to be marketed.
The financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses in every year since inception and has an accumulated deficit as of June 30, 2024 of $116,665,713 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company's ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management's plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company's ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Recently Issued Accounting Pronouncements - Recently Adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 28): Improvements to Reportable Segment Disclosures. The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company will adopt the ASU for the fiscal year ended December 31, 2024 and interim periods in fiscal 2025. The adoption of the ASU will result in additional disclosures to the Company's financial statements and footnote disclosures.
Recently Issued Accounting Pronouncements - Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company's annual reporting periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its financial statements and expects to adopt the ASU on January 1, 2025.
No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company's financial statements.
(2)
Fair Value

The Company applies a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company's own estimates of assumptions market participants would use in pricing the asset or liability.

Certain of the Company's financial instruments, including cash and other liabilities approximate their fair value because of the short-term maturity of these financial instruments. The fair value of stock options, convertible notes and warrants are based on Level 3 inputs.

(3)
Cash and Cash Equivalents
As of June 30, 2024 and December 31, 2023, money market funds included in cash and cash equivalents on the balance sheets were $12,686,738 and $21,278,895, respectively, which represent level 1 within the fair value hierarchy where there are quoted prices in active markets for identical assets.

(4)
Inventories
Inventory stated at cost, net of reserve, consisted of the following:

June 30, December 31,
2024
 2023
Materials
$
792,365
367,934
Work in progress
229,045
128,993
Finished goods
294,170
170,191
Inventory, net
$
1,315,580
667,118

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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)
(5)
Accrued Expenses
Accrued expenses consisted of the following:

June 30, December 31,
2024 2023
Clinical trial costs
$
334,799
276,141
Accrued interest
 250,025 -
Incentive and other compensation costs
 170,328 1,082,606
Director fees 70,000 60,210
Franchise taxes
 3,150 12,160
Other
58,050
13,179
Accrued expenses
$
886,352
1,444,296

(6)
Clinical Holdback
The following table shows the activity within the clinical holdback liability accounts for the six months ended June 30, 2024:
Balance at December 31, 2023
$
120,235
Clinical holdback retained
5,990
Clinical holdback paid
(1,122
)
Balance at June 30, 2024
$
125,103
Less: clinical holdback - current portion
(92,397
)
Clinical holdback - long-term portion
$
32,706

(7)
Revenue Recognition
Revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms ranging from 30 to 60 days. All revenue is recognized point in time and no revenue is recognized over time. For the three and six months ended June 30, 2024 and 2023, there was no revenue recognized from performance obligations satisfied or partially satisfied in prior periods, nor were there any unsatisfied performance obligations as of June 30, 2024 or 2023.
The majority of products sold directly to U.S customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are only accepted with prior authorization from the Company. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. Throughout the periods presented, the Company has not had a history of significant returns.
The following table summarizes our sales, primarily from FemVue, by geographic region as follows:

Three Months Ended June 30,
Six Months Ended June 30,
Primary geographical markets
2024
2023
2024
2023
U.S.
$
221,484
262,469
492,624
556,453
International
-
58,045
-
58,045
Total
$
221,484
320,514
492,624
614,498

(8)
Commitments and Contingencies

Legal Claims
Occasionally, the Company may be a party to legal claims or proceedings of which the outcomes are subject to significant uncertainty. In accordance with Accounting Standards Codification(ASC) 450, Contingencies, the Company will assess the likelihood of an adverse judgment for any outstanding claim as well as ranges of probable losses. When it has been determined that a loss is probable and the amount can be reasonably estimated, the Company will record a liability. For both periods presented, there were no material legal contingencies requiring accrual or disclosure.

The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company's request in such capacity. The Company entered into employment agreements with its officers, which provides for indemnification protection in the executive's capacity as an officer for actions taken within the scope of employment. The maximum amount of potential future indemnification is unlimited; however, the Company has obtained director and officer insurance that limits its exposure. The Company believes the fair value for these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of June 30, 2024 and December 31, 2023.

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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)
(9)
Notes Payable
AFCO Credit Corporation (AFCO)
In June 2022, the Company executed a Promissory Note with AFCO to finance certain insurance premiums totaling $465,380, requiring the Company to pay $47,539 in a down payment and make monthly installment payments. The annual interest rate was 5.7% and the monthly installment payment was $47,539, which represents principal and interest. The final installment payment was paid in March of 2023.
In July 2023, the Company executed a Promissory Note with AFCO to finance certain insurance premiums totaling $469,042, requiring the Company to pay $48,423 in a down payment and make monthly installment payments. The annual interest rate was 8.6% and the monthly installment is $48,423, which represents principal and interest.The Promissory Note was paid in full without penalty in November 2023.

Asof June 30, 2024,and December 31, 2023,there was no principal balance on the AFCO note in the accompanying balance sheets. Interest expense in connection with the AFCO promissory notes was $0and $1,319for the threeand six months ended June 30, 2024and 2023,respectively.

(10)
Convertible Notes with Warrants (November 2023 Financing)
On November 21, 2023, the Company issued (i) senior unsecured convertible notes in an aggregate principal amount of $6,850,000, convertible into shares of common stock at a conversion price of $1.18 per share, (ii) Series A Warrants to purchase up to an aggregate of 5,805,083 shares of common stock at an exercise price of $1.18 per share, and (iii) Series B Warrants, together with the Series A Warrants, and, together with the convertible notes, to purchase up to an aggregate of 5,805,083 shares of common stock at an exercise price of $1.475 per share. The financing resulted in aggregate gross proceeds of $6,850,000, before $525,144 of transaction costs.
The Notes accrue interest at a rate of 6.0% per annum, payable annually, in cash or shares of common stock at the Company's option, and mature on November 21, 2025, unless earlier converted or redeemed.
The Notes are convertible into shares of common stock at the election of the holder at any time at an initial conversion price of $1.18. The Company has agreed not to issue or sell any equity securities of the Company at a price below the then-current conversion price for a period of 18 months after closing, subject to certain exceptions. Beginning six months after issuance, the Company may require holders to convert their Notes into conversion shares if the closing price of the common stock exceeds $2.36 per share for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions described in the Notes are satisfied. The Notes provide for certain events of default, whereby each holder of Notes will be able to require the Company to redeem in cash any or all of the holder's Notes at a premium of 115%. The conversion feature did not meet the requirements for separate accounting and is not accounted for as a derivative instrument. As of June 30, 2024, the Convertible Notes have not been converted into shares of common stock.

The Warrants
The Series A Warrants are exercisable immediately and expire five years from the date of issuance. The Company has the right to call the exercise of the Series A Warrants if the closing price of the common stock exceeds 200% of the Series A Exercise Price for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied.
The Series B Warrants are exercisable immediately, together with the Series A Warrant Shares, and expire one year from the date of issuance. The Company has the right to call the exercise of the Series B Warrants if the closing price of the common stock exceeds 200% of the Series B exercise price for 10 consecutive trading days and the daily dollar trading volume of the common stock exceeds $1,000,000 per day during the same period and certain equity conditions are satisfied. There is no established public trading market for the warrants and the Company does not intend to list the Warrants on any national securities exchange or nationally recognized trading system.
The Series A Warrants and Series B Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock from which they are issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.
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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)
For the convertible notes for the three months ended June 30, 2024, the Company recognized total interest expense of $388,311, including coupon interest expense of $102,750 and amortization of debt discount and issuance costs of $285,561.For the six months ended June 30, 2024, the Company recognized total interest expense of $749,863, including coupon interest expense of $205,500 and amortization of debt discount and issuance costs of $544,363. As of December 31, 2023, the Notes principal balance as $6,850,000, unamortized discount was $2,636,346 and accrued interest was $44,525. As of June 30, 2024, the Notes principal balance as $6,850,000, unamortized discount was $2,091,983 and accrued interest was $250,025. The fair value of the convertible notes on June 30, 2024, calculated using a discounted cash flow analysis, was $6,307,258.
(11)
Stockholders' Equity
On July 1, 2022, we filed shelf registration statementto sell up to $150 million in common and preferred stock, debt securities and warrants. Additionally, we entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Piper Sandler & Co. ("Piper Sandler" or the "Sales Agent") and filed a related prospectus establishing an "at-the-market" facility, pursuant to which we may offer and sell shares of our common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares for aggregate proceeds up to $16.7 million at current market prices until all shares are sold. As of June 30, 2024, 3.9 million shares of common stock have been sold for aggregate proceeds of approximately $8.7 million under the Equity Distribution Agreement pursuant to the prospectus. As of June 30, 2024, the amount we are authorized to sell is subject to baby-shelf limitations.
In April 2023, the Company sold an aggregate of (i) 1,318,000 shares of common stock and (ii) pre-funded warrants to purchase up to 1,878,722 shares of common stock in a registered direct offering ("pre-funded warrants") and, in a concurrent private placement, warrants to purchase up to 3,196,722 shares of common stock ("common warrants"). Additionally, common warrants were issued to the placement agent to purchase up to 191,803 shares of common stock as compensation for services ("placement agent warrants"), collectively the ("April 2023 Financing"). The purchase price per share for the common stock, pre-funded warrants was $1.22 and $1.2199, respectively. The gross proceeds from the offering were $3,899,813, less placement agent fees and offering expenses of $547,764.
In June 2023, all pre-funded warrants were exercised for shares of common stock. In September and October 2023, all common warrants and 122,994 placement agent warrants were exercised for cash proceeds of $3,687,976. As of June 30, 2024, 68,809 placement agent warrants remain outstanding.

As of June 30, 2024, the Company had 22,232,799 shares of common stock outstanding, and no dividends have been declared or paid.

(12)
Equity Incentive Plans and Warrants

Stock-Based Awards


 		(a)
Stock Option Plans
Activity under the Company's stock option plans for the six months ended June 30, 2024 was as follows:

Number of
options
Weighted
average
exercise
price
Outstanding at December 31, 2023 2,102,030 $ 2.00
Granted 1,062,421 1.06
Forfeited (243,312 ) 2.09
Outstanding at June 30, 2024 2,921,139 $ 1.65
Vested and exercisable at June 30, 2024 1,207,595 $ 2.53

Options granted under our 2021 Stock Option Plan for the six months ended June 30, 2024 to employees and nonemployees were 1,059,921 and 2,500, respectively and the weighted average exercise prices were $1.06 and $0.79, respectively. The weighted-average fair values of the options granted to employees and nonemployees were $0.90 and $0.39, respectively and were estimated using the following Black-Scholes assumptions:

Employee
 Nonemployee
Expected term (in years)

6.25
1.50
Risk-free interest rate
4.06
%
4.53 %
Dividend yield
-
%
- %
Expected volatility
110.40
%
105.34 %

No options were exercised for the six months ended June 30, 2024 under our stock option plans.
As of June 30, 2024, the total number of shares of common stock reserved for future awards under the 2021 Stock Option Plan was 676,741.


(b)
Inducement Grants

On February 12, 2024, the Company awarded, outside the 2021 Plan, our Chief Commercial Officer a stock option grant for the right to purchase 100,000 shares of common stock at an exercise price of $1.10 per share (inducement grant), which was approved by the Compensation committee. The inducement grant will vest in equal installments over four years provided the employee remains employed by the Company on the vesting date. The fair value of the inducement grant was $0.94 and was estimated using the following assumptions:

Inducement
Expected term (in years)

6.25
Risk-free interest rate
4.10
%
Dividend yield
-
%
Expected volatility
109.64
%
As of June 30, 2024, inducement grant awards of 250,000 shares were outstanding with a weighted average exercise price of $1.89, and 62,500 shares were vested and exercisable with a weighted average exercise price of $2.64.
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FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)


(c) Share-Based Compensation Expense

The following table shows the share-based compensation expense related to vested stock option grants to employees and nonemployees by financial statement line item on the accompanying condensed statement of comprehensive loss:

Three Months Ended June 30, SixMonths Ended June 30,
2024
2023
2024 2023
Research and development
$
34,629
27,192
64,637 52,251
Sales and marketing
18,246
602
24,764 (1,942 )
General and administrative
51,138
37,422
92,197 71,861
Total share-based compensation expense
$
104,013
65,216
181,598 122,170

As of June 30, 2024, the remaining share-based compensation expense that is expected to be recognized in future periods for employees and nonemployees is $1,516,737, which includes $155,222 of compensation expense to be recognized upon achieving certain performance conditions. For service-based awards, the $1,361,515 of unrecognized expense is expected to be recognized over a weighted average period of 3.3 years.

(d)
Employee Stock Purchase Plan (ESPP)
For the six months ended June 30, 2024, 12,081 shares of common stock were issued under the Company's ESPP Plan at a fair value of $10,390. For the six months ended June 30, 2023, 3,858 shares of common stock were issued under the ESPP plan at a fair value of $1,697. As of June 30, 2024, the total number of shares of common stock reserved for future awards under the ESPP Plan was 591,437.

(e)
April 2023 Financing
On April 20, 2023, the Company entered into a securities purchase agreement pursuant to which the Company sold (i) 1,318,000 shares of common stock (see Note 11, Stockholders' Equity), (ii) pre-funded warrants to purchase 1,878,722 shares of common stock, (iii) common warrants to purchase 3,196,722 shares of common stock. Additionally, common warrants to purchase 191,803 shares of common stock were issued to the placement agent compensation for services performed.
The pre-funded warrants, common warrants and placement agent warrants were exercisable immediately following the closing date of the offering. The pre-funded warrants have an unlimited term and an exercise price of $0.0001 per share. The common warrants have a 5.5 year term and an exercise price of $1.095 per share. The placement agent warrants have a 5 year term and exercise price of $1.525 per share. The offering resulted in aggregate gross proceeds of $3,899,813, before $547,764 of transaction costs.
The pre-funded warrants and common warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.
The common stock was valued at $1,133,480, based on the Company's stock price. The pre-funded warrants and common warrants were valued at $1,615,701 and $1,854,099, respectively, using the following Black-Scholes assumptions:
Pre-funded
warrants
Common
warrants
Expected term (in years)

4
4
Risk-free interest rate
3.83
%
3.83
%
Dividend yield
-
%
-
%
Expected volatility
100.25
%
100.25
%
Exercise price
$
0.0001
$
1.095
Stock price
$
0.86
$
0.86
Black-Scholes value
 $ 0.86 $ 0.58

The net proceeds of $3,352,049 were allocated to the common stock, pre-funded warrants and common warrants using the relative fair value method. The valuations were recorded to stockholders' equity.
In June 2023, all pre-funded warrants were exercised for shares of common stock. In September and October 2023, all common warrants and 122,994 placement agent warrants were exercised for cash proceeds of $3,687,976. As of June 30, 2024, 68,809 placement agent warrants remain outstanding.

(13)
Related-Party Transactions

In November 2023, the Company issued unsecured convertible notes and accompanying Series A and Series B Warrants (see Note 10). The transaction included issuance of a $5 million convertible note and Series A and Series B Warrants to PharmaCyte Biotech, Inc. The interim CEO, President and Director of PharmaCyte Biotech, Inc., Joshua Silverman, serves on the Company's board of directors. In addition, during the year ended December 31, 2023 and six months ended June 30, 2024 and 2023, a family member of the CEO was employed by the Company.

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Table of Contents
FEMASYS INC.
Condensed Notes to Financial Statements
(unaudited)

(14)
Net Loss per Share Attributable to Common Stockholders
The following table sets forth the computation of the basic and diluted net loss per share:

Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023

Net loss attributable to common stockholders, basic & diluted
$
(4,684,574
)
(2,893,508
)
(8,284,084
)
(5,839,765
)
Weighted average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted
22,215,516
13,107,590
21,995,436
12,493,334
Net loss per share attributable to common stockholders, basic and diluted
$
(0.21
)
(0.22
)
(0.38
)
(0.47
)

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive:
Three Months Ended June 30,
Six Months Ended June 30,
2024
2023
2024
2023
Options to purchase common stock
3,171,139
1,169,671
3,171,139
1,169,671
Warrants to purchase common stock, in connection with April 2023 financing 68,809 3,388,525 68,809 3,388,525
Warrants to purchase common stock, in connection with November 2023 financing 11,610,166 - 11,610,166 -
Warrants to purchase common stock
196,816
233,460
196,816
233,460
Total potential shares
15,046,930
4,791,656
15,046,930
4,791,656

(15)
Income Taxes

The effective tax rate of 0% for the three and six months ended June 30, 2024 and 2023 was lower than the statutory rate due to the Company remaining in a full valuation allowance position.

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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, or the SEC, on March 28, 2024. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "goal," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential" and similar expressions intended to identify forward-looking statements and reflect our beliefs and opinions on the relevant subject. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. These statements are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Overview

We are a leading biomedical company focused on addressing significant unmet needs for women worldwide with a broad portfolio of in-office, accessible, and innovative therapeutic and diagnostic solutions, including a lead revolutionary product candidate and FDA-cleared, and Canadian and European Union approved products. Our mission is to provide women with superior minimally-invasive, non-surgical product technologies, accessible in the office, improving patient care and overall health economics focused on servicing the reproductive health needs for those seeking solutions for infertility issues (FemaSeed and FemVue) or permanent birth control (FemBloc). We are a woman-founded and led company with an expansive, internally created intellectual property portfolio with over 180 patents globally, in- house chemistry, manufacturing, and controls (CMC) and device manufacturing capabilities and proven ability to develop and commercialize products. Our suite of products and product candidates address what we believe are multi-billion dollar global market segments in which there has been little advancement for many years, helping women avoid pharmaceutical solutions, implants and surgery that can be expensive and expose women to harm.

Corporate Update

On November 15, 2023, we secured a $6.85 million financing with a strategic investment from investors led by PharmaCyte Biotech.

On November 28, 2023, we announced the completion of enrollment of FemaSeed pivotal trial in support of commercial launch.

On November 30, 2023, we announced the appointment of James Liu, M.D. as Chief Medical Officer.

On January 23, 2024 and January 26, 2024, we announced initiation of enrollment in pivotal trial (NCT05977751) of our permanent birth control candidate FemBloc at two academic sites, for a total of six active sites, the maximum number permitted in the first stage.

On February 6, 2024, we announced the appointment of Richard Spector to new position of Chief Commercial Officer.

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Table of Contents
On March 6, 2024, we announced the first in-office commercial procedure with FDA-cleared FemaSeed infertility solution at a former investigative site.

On March 20, 2024, we announced positive topline data from pivotal trial for FDA-cleared FemaSeed for the treatment of infertility.

On April 18, 2024, we announced that our CEO, met with members of Congress to raise awareness of the Company and discuss women's healthcare initiatives.

On May 16, 2024, we announced that our CEO, met with the White House's Gender Policy Council.

On May 17, 2024, we announced that our CEO, met with the White House's Office of Science and Technology to discuss the Cancer Moonshot initiative.

On June 20, 2024, we announced receipt of European Union Medical Device Regulation (EU MDR) and CE Mark certification for FemaSeed, FemVue, FemCerv and FemCath.

Clinical Update

FemaSeed - Our Intratubal Artificial Insemination Solution. In September 2023 we announced 510(k) clearance from the FDA for FemaSeed for intratubal insemination. The clinical trial was still ongoing at the time of receiving U.S. regulatory clearance from the FDA, however, the study was concluded with enrollment completed in November 2023. Topline results of the clinical trial were announced in March 2024. The trial demonstrated that 24% of women became pregnant after FemaSeed with male factor infertility (1 million to 20 million total motile sperm count (TMSC)). In contrast, the historical control indicated a 6.7% pregnancy rate by cycle for intrauterine insemination (IUI) with male factor infertility (greater than 1 million TMSC). Although subjects were permitted to have multiple FemaSeed attempts, the majority of women who became pregnant did so after the first FemaSeed procedure. The majority of adverse events were reported as mild (n=127 subjects, 216 cycles). No new safety concerns were observed through the seven-week follow-up. All adverse events were consistent with those known for IUI. The approved labeling includes women or couples wishing to become pregnant by way of intratubal insemination. The recruitment of the commercial team began with the hire of the Chief Commercial Officer in February 2024. In March 2024, the first commercial use of FemaSeed at a former investigative site was announced. Build-out of our initial commercial team in the United States, the focus of our primary market efforts was completed in June 2024. In June 2024, we received EU MDR and CE Mark certification for FemaSeed and concurrently are exploring potential strategic partners for distribution in Europe and internationally.

FemBloc - Our Permanent Birth Control Solution.In June 2023 we received FDA approval of our IDE to evaluate the safety and efficacy of FemBloc, our non-surgical, non-implant, in-office solution for permanent birth control in a pivotal clinical trial. In August 2023 we announced the initiation of enrollment in the FINALE [Prospective Multi-Center Trial for FemBloc INtratubal Occlusion for TranscervicAL PErmanent Birth Control] pivotal trial designed to evaluate the safety and efficacy of FemBloc. This prospective, multi-center, open-label, single-arm study design includes pregnancy rate as the primary endpoint, which will be analyzed once 401 women have used FemBloc for one year for permanent birth control. In addition, the study is designed as a roll-in beginning with enrollment of 50 women for a clinical readout primarily of preliminary safety data prior to enrolling the remaining subjects. An interim analysis of clinical data endpoints is planned once 300 women have used FemBloc for permanent birth control for one year. Follow-up will continue annually for five years post-market. All six sites permitted in the initial stage of the trial were announced as actively enrolling subjects in January 2024.

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Results of Operations

Comparison of the Three Months Ended June 30, 2024 and 2023

The following table shows our results of operations for the three months ended June 30, 2024 and 2023:

Three Months Ended June 30,
2024
2023
Change
% Change
Sales
$
221,484
320,514
(99,030
)
-30.9
%
Cost of sales (excluding depreciation expense)
73,125
110,469
(37,344
)
-33.8
%
Operating expenses:
Research and development
1,975,875
1,527,172
448,703
29.4
%
Sales and marketing
975,190
128,899
846,291
656.6
%
General and administrative
1,611,817
1,356,637
255,180
18.8
%
Depreciation and amortization
67,628
133,299
(65,671
)
-49.3
%
Total operating expenses
4,630,510
3,146,007
1,484,503
47.2
%
Loss from operations
(4,482,151
)
(2,935,962
)
(1,546,189
)
52.7
%
Other income (expense):
Interest income
184,138
42,652
141,486
331.7
%
Interest expense
(388,311
)
(198
)
(388,113
)
196016.7
%
Other income (expense), net
(204,173
)
42,454
(246,627
)
-580.9
%
Loss before income taxes
(4,686,324
)
(2,893,508
)
(1,792,816
)
62.0
%
Income tax benefit
(1,750
)
-
(1,750
)
-100.0
%
Net loss
$
(4,684,574
)
(2,893,508
)
(1,791,066
)
61.9
%

Sales

Sales decreased by $99,030, or 30.9%, to $221,484 for the three months ended June 30, 2024 from $320,514 for the three months ended June 30, 2023, primarily due to the timing of international sales year over year. Units sold decreased by 41.7% for the comparable periods, while maintaining a consistent average selling price. FemaSeed sales are expected to commence in the second half of 2024.

Cost of sales

Cost of sales decreased by $37,344 or 33.8%, to $73,125 for the three months ended June 30, 2024 from $110,469 for the three months ended June 30, 2023. The decrease is primarily attributed to reduced sales and certain manufacturing efficiencies.

Research and development

The following table summarizes our R&D expenses incurred during the periods presented:

Three Months Ended June 30,
2024
2023
Compensation and related personnel costs
$
974,880
840,506
Clinical-related costs
435,588
361,578
Material and development costs
389,129
205,095
Professional and outside consultant costs
118,477
120,527
Other costs
57,801
(534
)
Total research and development expenses
$
1,975,875
1,527,172

R&D expenses increased by $448,703 or 29.4%, to 1,975,875 for the three months ended June 30, 2024 from $1,527,172 for the three months ended June 30, 2023. The increase relates primarily to increased material and development costs, clinical- related costs and compensation.

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Table of Contents
Sales and marketing

Sales and marketing expenses increased by $846,291 or 656.6%, to $975,190 for the three months ended June 30, 2024 from $128,899 for the three months ended June 30, 2023. The increase is largely due to increased compensation costs and sales expenses as we recruited and hired commercial team members in connection with the initiation of commercialization of FemaSeed.

General and administrative

General and administrative expenses increased by $255,180, or 18.8%, to $1,611,817 for the three months ended June 30, 2024 from $1,356,637 for the three months ended June 30, 2023. The increase was largely due to increased facility, overhead and compensation costs.

Depreciation and amortization

Depreciation and amortization expenses decreased by $65,671, or 49.3%, to $67,628 for the three months ended June 30, 2024 from $133,299 for the three months ended June 30, 2023. The decrease is due to a reduction of depreciation expense associated with our fixed assets.

Other income (expense), net

Other income (expense), net decreased by $246,627, or 580.9%, to $204,173 of expense for the three months ended June 30, 2024 from $42,454 of income for the three months ended June 30, 2023. The decrease relates to interest expense and non-cash discount amortization related to the convertible notes payable, partially offset by an increase in interest income.

Results of Operations

Comparison of the Six Months Ended June 30, 2024 and 2023

The following table shows our results of operations for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,
2024
2023
Change
% Change
Sales
$
492,624
614,498
(121,874
)
-19.8
%
Cost of sales (excluding depreciation expense)
161,657
215,589
(53,932
)
-25.0
%
Operating expenses:
Research and development
3,746,606
3,064,611
681,995
22.3
%
Sales and marketing
1,275,677
373,795
901,882
241.3
%
General and administrative
3,114,621
2,671,774
442,847
16.6
%
Depreciation and amortization
138,856
266,365
(127,509
)
-47.9
%
Total operating expenses
8,275,760
6,376,545
1,899,215
29.8
%
Loss from operations
(7,944,793
)
(5,977,636
)
(1,967,157
)
32.9
%
Other income (expense):
Interest income
408,822
139,741
269,081
192.6
%
Interest expense
(749,863
)
(1,870
)
(747,993
)
39999.6
%
Other income (expense), net
(341,041
)
137,871
(478,912
)
-347.4
%
Loss before income taxes
(8,285,834
)
(5,839,765
)
(2,446,069
)
41.9
%
Income tax benefit
(1,750
)
-
(1,750
)
-100.0
%
Net loss
$
(8,284,084
)
(5,839,765
)
(2,444,319
)
41.9
%

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Table of Contents
Sales

Sales decreased by $121,874, or 19.8%, to $492,624 for the six months ended June 30, 2024 from $614,498 for the six months ended June 30, 2023, attributable primarily to international sales. Units sold decreased by 25.7% for the comparable periods, while maintaining a consistent average selling price. FemaSeed sales are expected to commence in the second half of 2024.

Cost of sales

Cost of sales decreased by $53,932 or 25.0%, to $161,657 for the six months ended June 30, 2024 from $215,589 for the six months ended June 30, 2023. The decrease is primarily attributed to reduced sales and certain manufacturing efficiencies.

Research and development

The following table summarizes our R&D expenses incurred during the periods presented:

Six Months Ended June 30,
2024
2023
Compensation and related personnel costs
$
1,963,937
1,740,794
Clinical-related costs
874,363
727,938
Material and development costs
532,828
372,256
Professional and outside consultant costs
286,659
212,462
Other costs
88,819
11,161
Total research and development expenses
$
3,746,606
3,064,611

R&D expenses increased by $681,995 or 22.3%, to $3,746,606 for the six months ended June 30, 2024 from $3,064,611 for the six months ended June 30, 2023. The increase relates primarily to increased material and development costs, clinical-related costs, compensation costs and professional and outside consultant costs.

Sales and marketing

Sales and marketing expenses increased by $901,882 or 241.3%, to $1,275,677 for the six months ended June 30, 2024 from $373,795 for the six months ended June 30, 2023. The increase is largely due to increased compensation costs and sales expenses as we recruited and hired commercial team members in connection with the initiation of commercialization of FemaSeed.

General and administrative

General and administrative expenses increased by $442,847, or 16.6%, to $3,114,621 for the six months ended June 30, 2024 from $2,671,774 for the six months ended June 30, 2023. The increase was largely due to increased facility, overhead and compensation costs.

Depreciation and amortization

Depreciation and amortization expenses decreased by $127,509, or 47.9%, to $138,856 for the six months ended June 30, 2024 from $266,365 for the six months ended June 30, 2023. The decrease is due to a reduction of depreciation expense associated with our fixed assets.

Other income (expense), net

Other income (expense), net decreased by $478,912, or 347.4%, to $341,041 of expense for the six months ended June 30, 2024 from $137,871 of income for the six months ended June 30, 2023. The decrease relates to interest expense and non-cash discount amortization related to the convertible notes payable, partially offset by an increase in interest income.

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Table of Contents
Liquidity and Capital Resources

Sources of liquidity

Since our inception through June 30, 2024, our operations have been financed primarily by net proceeds from the sale of our common stock and convertible preferred stock, indebtedness and, to a lesser extent, product revenue. As of June 30, 2024, we had $13,525,898 of cash and cash equivalents and an accumulated deficit of $116,665,713.

On July 1, 2022, we entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Piper Sandler & Co. (the "Sales Agent") and filed a related prospectus establishing an "at-the-market" facility, pursuant to which we may offer and sell shares of our common stock from time to time through the Sales Agent. In October 2023, the Sales Agent was authorized to sell shares of common stock for an aggregate price up to $16.7 million pursuant to the prospectus. As of June 30, 2024, approximately 3.9 million shares of common stock have been sold for aggregate proceeds of approximately $8.7 million under the Equity Distribution Agreement pursuant to the prospectus. As of June 30, 2024, the amount we are authorized to sell is subject to baby-shelf limitations.

In April 2023, we sold an aggregate of (i) 1,318,000 shares of common stock and (ii) pre-funded warrants to purchase up to 1,878,722 shares of common stock in a registered direct offering and, in a concurrent private placement, warrants to purchase up to 3,196,722 shares of common stock. Additionally, common warrants were issued to the placement agent in this transaction to purchase up to 191,803 shares of common stock as compensation for services, collectively the ("April 2023 Financing"). The purchase price per share for the common stock, pre-funded warrants was $1.22 and $1.2199, respectively. The net proceeds from the April 2023 Financing at closing were approximately $3.4 million. The pre-funded and common warrants in the April 2023 Financing were fully exercised for cash for additional proceeds of $3.5 million. Placement agent warrants of 68,809 remain outstanding as of June 30, 2024.

In November 2023, we entered into a securities purchase agreement with certain accredited investors pursuant to which we sold (i) senior unsecured convertible notes in an aggregate principal amount of $6,850,000, convertible into shares of common stock at a conversion price of $1.18 per share, (ii) Series A Warrants to purchase up to an aggregate of 5,805,083 shares of common stock at an exercise price of $1.18 per share, and (iii) Series B Warrants to purchase up to an aggregate of 5,805,083 shares of common stock at an exercise price of $1.475 per share (collectively, the "November Private Placement"). Net proceeds from the November Private Placement were $6.3 million. If exercised for cash, the warrants issued in the November Private Placement could result in proceeds of up to an additional $15.4 million.

Funding requirements

Based on our current operating plan, our current cash and cash equivalents is sufficient into July 2025. However, it is not sufficient to fund our ongoing operations for twelve months from the date of these financial statements and we will need to obtain additional financing to fund our ongoing operations. Our estimate as to how long we expect our existing cash and cash equivalents to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate. As a result of our current limited financial liquidity, we have concluded that substantial doubt exists about our ability to continue as a going concern.

Our cash and cash equivalents as of June 30, 2024 will not be sufficient to fund our product candidate FemBloc through regulatory approval, and we anticipate needing to raise additional capital to complete the development and commercialization of our product candidate. However, we can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds will be available to us, that such additional financing will be sufficient to meet our needs or be on terms acceptable to us. This risk may increase if economic and market conditions deteriorate. If we are unable to obtain additional financing when needed, we may need to terminate, significantly modify, or delay the development of our product candidate, or we may need to obtain funds through collaborations or otherwise on terms that may require us to relinquish rights to our technologies or product candidates that we might otherwise seek to develop or commercialize independently. If we are unable to raise adequate additional capital as and when required in the future, we could be forced to cease development activities and terminate our operations, and you could experience a complete loss of your investment.

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Table of Contents
Cash Flows

Comparison of the Six months ended June 30, 2024 and 2023

The following table summarizes our cash flows for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,
2024
2023
Net cash used in operating activities
$
(8,894,780
)
(5,388,824
)
Net cash used in investing activities
(297,123
)
(71,849
)
Net cash provided by financing activities
1,001,724
3,203,754
Net change in cash and cash equivalents
$
(8,190,179
)
(2,256,919
)

Operating activities

For the six months ended June 30, 2024, cash used in operating activities was $8,894,780, attributable to a net loss of $8,284,084 and a net change in our net operating assets and liabilities of $1,777,514, partially offset by non-cash charges of $1,166,618. Non-cash charges primarily consisted of $544,363 in amortization of the discount on convertible notes, $299,171 in right-of-use amortization, $181,598 in share-based compensation and $138,856 in depreciation and amortization. The change in our net operating assets and liabilities was primarily due to decreases in accounts payable and accrued expenses of $781,626, lease liabilities of $137,482 and increases in inventory of $651,292 and prepaid and other assets of $173,828.

For the six months ended June 30, 2023, cash used in operating activities was $5,388,824, attributable to a net loss of $5,839,765 and a net change in our net operating assets and liabilities of $132,443, partially offset by non-cash charges of $583,384. Non-cash charges largely consisted of $266,365 in depreciation and amortization, $148,541 in right-of-use amortization, $122,170 in stock-based compensation and $44,538 for loss on disposal of assets. The change in our net operating assets and liabilities was primarily due to decreases of $181,065 in lease liabilities and increases of $146,521 in inventory and $78,276 in accounts receivable, partially offset by decreases in prepaid and other assets of $154,065 and increases of $116,235 in accounts payable and accrued expenses.

Investing activities

For the six months ended June 30, 2024, cash used in investing activities for the purchase of property and equipment and acquisition of patents was $297,123.

For the six months ended June 30, 2023, cash used in investing activities for the purchase of property and equipment was $71,849.

Financing activities

For the six months ended June 30, 2024, cash provided by financing activities was $1,001,724, attributable to proceeds from sales under the at-the-market facility, net of issuance costs and proceeds from the issuance of shares under the ESPP plan.

For the six months ended June 30, 2023, cash used in financing activities was $3,203,754, attributable to proceeds from the issuance of common stock and warrants of $3,905,071, partially offset by financing offering costs of $547,764, repayments on notes payable of $141,298 and payments under lease obligations of $12,255.

Critical Accounting Estimates

Management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

24
Table of Contents
While our significant accounting policies are more fully described in Note 2 to our financial statements appearing the Annual Report on Form 10-K for the year ended December 31, 2023 as filed on March 28, 2024, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective and complex judgments.

Revenue recognition

Our policy is to recognize revenue when a customer obtains control of the promised goods under Accounting Standards Update (ASU) 2020-05, Revenue from Contracts with Customers(Topic 606), which we adopted effective January 1, 2018. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods, and we have elected to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price. We do not have multiple performance obligations in our customer orders, so revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms ranging from 30 to 60 days. All revenue is recognized point in time and no revenue is recognized over time.

The majority of products sold directly to U.S. customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are only accepted with prior authorization from the Company. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. As of June 30, 2024, we have not had a history of significant returns.

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Table of Contents
Accrued expenses

We accrue expenses for estimated costs of R&D activities conducted by our third-party service providers, which include the conduct of preclinical studies and clinical trials. We record the estimated costs of R&D activities based upon the estimated amount of services provided but not yet invoiced. These costs, at times, may be a significant component of the research and development expenses and the Company makes estimates in determining the accrued expense each period. As actual costs become known, the Company adjusts its accrual. These accrued R&D costs are included in accrued expenses on the balance sheet and within R&D expense on the statement of comprehensive loss.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act are (1) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) accumulated and communicated to our management, including to our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our management has concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial and accounting officer), does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

26
Table of Contents
PART II OTHER INFORMATION

Item 1.
Legal Proceedings

From time to time we may be involved in legal proceedings arising in connection with our business. As of June 30, 2024, we have not had a history of significant legal proceedings and there no currently pending actions against us. We believe that any amount, or range, of reasonably possible losses in connection with any potential actions against us in excess of established reserves, in the aggregate, will not be not material to our financial condition or cash flows. However, losses may be material to our operating results for any particular future period, depending on the level of income for such period and the significance of any actions against us.

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Table of Contents
Item 1A.
Risk Factors

As of the date of this report, there are no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 except as noted below.

There is substantial doubt about our ability to continue as a going concern

There is substantial doubt about our ability to continue as a going concern. If we are unable to raise sufficient capital in this offering or otherwise as and when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital, enter into critical contractual relations with third parties and otherwise execute our development strategy.

Item 2.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

During the period covered by this Quarterly Report, none of the Company's directors or executive officers have adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Item 6.
Exhibits

Incorporated
by Reference


Exhibit
Number
Description of Document
Schedule/Form
File
Number
Exhibit
Filing Date
3.1
Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.
Form 8-K
001-
40492
3.1
June
22,
2021
3.2
Amended and Restated Bylaws of Femasys Inc.
Form 8-K
001-
40492
3.2
June
22,
2021
3.3
First Amendment to the Amended and Restated Bylaws of Femasys Inc.
Form 8-K
001-
40492
3.1
March
30,
2023
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

28
Table of Contents
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

29
Table of Contents
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee, State of Georgia, on this 8th day of August 2024.

FEMASYS INC.

Dated: August 8, 2024
By: /s/ Kathy Lee-Sepsick

Kathy Lee-Sepsick
Chief Executive Officer and President
Dated: August 8, 2024
By: /s/ Dov Elefant

Dov Elefant
Chief Financial Officer


30