Femasys Inc. (NASDAQ: FEMY), a leading biomedical innovator developing transformative fertility and non-surgical permanent birth control solutions designed to improve the standard of care, expand access, and reduce costs for women worldwide, announced today that it has entered into a securities purchase agreement (the “Purchase Agreement”) for a $30 million private placement with certain accredited investors. The financing was led by new institutional investor Nantahala Capital, with participation from additional new healthcare-focused funds, including Rosalind Advisors, Inc., as well as members of Femasys’ management team. The private placement is subject to customary closing conditions and is expected to close on or around August 10, 2026.

Laidlaw & Company (UK) Ltd. acted as placement agent for the private placement. Lake Street Capital Markets, LLC served as financial advisor in connection with the transaction.

Pursuant to the terms of the Purchase Agreement, the Company is selling to the investors an aggregate of 9,374,999 shares of the Company’s Common Stock and pre-funded warrants to purchase shares of the Company’s Common Stock, together with accompanying warrants to purchase an aggregate of 18,749,998 shares of the Company’s Common Stock. For each share of Common Stock or pre-funded warrant purchased, each investor will receive two accompanying warrants with a term of three years: (i) a warrant to purchase an aggregate of 9,374,999 shares of common stock and (ii) a milestone warrant to purchase an aggregate of 9,374,999 shares of common stock. The purchase price per share of Common Stock and accompanying warrants is $3.20 and the purchase price per pre-funded warrants and accompanying warrants is $3.1999 (equal to the per share purchase price minus $0.0001). Each pre-funded warrant has an exercise price of $0.0001 per share. The exercise price of the accompanying warrants is $2.95 per share. If all of the warrants are exercised for cash, the Company would receive up to an additional $60 million in potential proceeds upon full cash exercise of the warrants, which exercise is at each holder’s discretion and, with respect to the milestone warrants, subject to the Company’s achievement of specified revenue and share price milestones, described below.

The milestone warrants will become exercisable beginning 12 months following the closing and will expire 45 days after the Company’s achievement of (i) reported U.S. revenue of at least $1.5 million in any fiscal quarter, (ii) the daily volume weighted average price of its common stock equal to or greater than 130% of the milestone warrant exercise price on at least 20 trading days during any 30-consecutive-trading-day period, (iii) the daily volume weighted average price of its common stock on such date is equal to or greater than 130% of the milestone warrant exercise price, and (iv) an effective resale registration statement.

"We are proud to welcome Nantahala as the lead investor in this transformational financing. We believe the participation of prominent institutional investors reflect confidence in Femasys’ strategy, differentiated technologies and significant market opportunity,” said Kathy Lee-Sepsick, Chief Executive Officer and Founder of Femasys. “This financing substantially strengthens our balance sheet and provides the runway to execute our business plan, including bringing our fertility portfolio directly to U.S. OB/GYNs and fertility specialists and advancing the U.S. FemBloc^® clinical and regulatory program. As we deliver across both programs, we expect to achieve meaningful value-creation milestones, while future milestone-based proceeds could provide additional capital to strengthen our financial position, support continued commercial execution and drive long-term shareholder value.”

The securities described above have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in a transaction exempt from the registration requirements of the Securities Act. Accordingly, these securities may not be sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Femasys has agreed to file a registration statement with the U.S. Securities and Exchange Commission (SEC) pursuant to a registration rights agreement entered into concurrently with the purchase agreement, registering the resale of the shares of common stock and shares of common stock issuable upon the exercise of the pre-funded warrants and other warrants issued in this private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.