S-1/A 1 ny20009564x2_s1a.htm S1A

As filed with the Securities and Exchange Commission on July 7, 2023

Registration No. 333-272876

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Femasys Inc.

(Exact name of registrant as specified in its charter)

Delaware	3841	11-3713499
(State or jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of incorporation or organization)	Classification Code Number)	Identification No.)

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(770) 500-3910

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

Kathy Lee-Sepsick

President and Chief Executive Officer

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

(770) 500-3910

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

Copies to:

David S. Rosenthal

Anna Tomczyk

Dechert LLP

1095 Avenue of Americas

New York, New York 10036

(212) 698-3616

Approximate date of commencement of proposed sale to the public:

From time to time on or after the effective date of this Registration Statement.

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

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

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

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

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

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

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

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

			Page
About this Prospectus			ii
Industry and Market Data			ii
The Company			1
Offering Summary			3
Risk Factors			4
Cautionary Note Regarding Forward Looking Statements			5
Use of Proceeds			6
Description of Capital Stock			7
Selling Stockholders			10
Plan of Distribution			12
Legal Matters			13
Experts			13
Where You Can Find More Information			13
Incorporation of Certain Documents by Reference			14

Securities and Exchange Commission registration fee			$221.58
NASDAQ listing fee			$5,000.00
Printing and engraving expenses			$3,000.00
Legal fees and expenses			$25,000.00
Accounting fees and expenses			$5,000.00
Miscellaneous			$1,778.42
Total			$40,000.00

Exhibit Number			Description of Exhibit
3.1**			Eleventh Amended and Restated Certificate of Incorporation of Femasys Inc.
3.2**			Amended and Restated Bylaws of Femasys Inc.
3.3**			First Amendment to the Amended and Restated Bylaws of Femasys Inc.
4.1**			Description of the Registrant’s Securities
4.2**			Form of Certificate of Common Stock
4.3**			Form of Indenture
4.4**			Form of Pre-Funded Warrant
4.5**			Form of Common Stock Warrant
4.6**			Form of Placement Agent Warrant
5.1^{^}			Opinion of Dechert LLP
10.1**			Femasys Inc. 2021 Equity Incentive Plan, and forms of agreements thereunder
10.2**			Femasys Inc. 2021 Employee Stock Purchase Plan
10.3**			Amended and Restated Employment Agreement, by and between Femasys Inc. and Kathy Lee-Sepsick
10.4**			Amended and Restated Employment Agreement, by and between Femasys Inc. and Daniel Currie
10.5**			Employment Agreement, dated February 15, 2010, by and between Femasys Inc. and Gary Thompson
10.6**			Femasys Inc. Non-Employee Director Compensation Policy
10.7**			Form of Indemnification Agreement between Femasys Inc. and its directors and officers
10.8**			Master Services Agreement and Statement of Work for consulting services, effective August 12, 2021, by and between Femasys Inc. and Bespoke Medical Affairs Solutions, LLC
10.9**			Employment Agreement, dated as of February 28, 2022, between Femasys Inc. and Dov Elefant
10.10**			Form of Inducement Stock Option Agreement
10.11**			Sales Agreement dated as of July 1, 2022, by and between Femasys Inc. and Piper Sandler & Co.
10.12**			Form of Securities Purchase Agreement dated April 18, 2023, between Femasys Inc. and the purchaser(s) party thereto
23.1			Consent of KPMG LLP
23.2^{^}			Consent of Dechert LLP (included in Exhibit 5.1)
24.1^{^}			Power of Attorney
107			Filing Fee Table

Signature	Title	Date

/s/ Kathy Lee-Sepsick	President and Chief Executive Officer (principal executive officer)	July 7, 2023
Kathy Lee-Sepsick		July 7, 2023

*	Chief Financial Officer (principal financial and accounting officer)	July 7, 2023
Dov Elefant		July 7, 2023

*	Chair of the Board of Directors	July 7, 2023
Charles Larsen	Chair of the Board of Directors	July 7, 2023

*	Director	July 7, 2023
Keith Kendall	Director	July 7, 2023

*	Director	July 7, 2023
Alistair Milnes	Director	July 7, 2023

*	Director	July 7, 2023
Anne Morrissey	Director	July 7, 2023

*	Director	July 7, 2023
Wendy Perrow	Director	July 7, 2023

*	Director	July 7, 2023
Edward Uzialko, Jr.	Director	July 7, 2023

*By:			/s/ Kathy Lee-Sepsick
			Kathy Lee-Sepsick, Attorney-in-fact

FEMASYS INC.

/s/ Kathy Lee-Sepsick

Kathy Lee-Sepsick
President and Chief Executive Officer

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