-- Potential proceeds would be received upon full cash exercise of warrants --

ATLANTA, Aug. 07, 2026 (GLOBE NEWSWIRE) -- 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.

About Femasys
Femasys is 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 through its broad, patent-protected portfolio of novel, in-office therapeutic and diagnostic products. As a U.S. manufacturer with global regulatory approvals, Femasys is actively commercializing its lead product innovations in the U.S. and key international markets. Femasys’ fertility portfolio includes FemaSeed ® Intratubal Insemination (ITI), a groundbreaking first-step infertility treatment used with the CLIA waived FemSperm ® sperm preparation and analysis product line; FemVue ® , a device enabling ultrasound-based fallopian tube assessment; and FemHSG ™ Catheter, used with FemVue for comprehensive fertility workup. Published clinical trial data demonstrate that FemaSeed achieved more than double the pregnancy rate of traditional IUI, with a comparable safety profile and high patient and practitioner satisfaction. 1

FemBloc ® permanent birth control is the first and only non-surgical, in-office alternative to centuries-old surgical sterilization that received full regulatory approval in Europe in June 2025, the UK in August 2025, and New Zealand in September 2025. Commercialization of this highly cost-effective, convenient and significantly safer approach will be completed through strategic partnerships in select European countries. Alongside FemBloc, the FemChec ® , diagnostic product provides an ultrasound-based test to confirm procedural success. Published data from initial clinical trials demonstrate compelling effectiveness, five-year safety, and high patient and practitioner satisfaction. 2 For U.S. FDA approval, enrollment in the FINALE pivotal trial (NCT05977751) is ongoing.

Learn more at www.femasys.com , or follow us on X , Facebook and LinkedIn .

References
1 Liu, J. H., Glassner, M., Gracia, C. R., Johnstone, E. B., Schnell, V. L., Thomas, M. A., L. Morrison, Lee-Sepsick, K. (2024). FemaSeed Directional Intratubal Artificial Insemination for Couples with Male-Factor or Unexplained Infertility Associated with Low Male Sperm Count. J Gynecol Reprod Med , 8(2), 01-12. doi: 10.33140/JGRM.08.02.08.

2 Liu, J. H., Blumenthal, P. D., Castaño, P. M., Chudnoff, S. C., Gawron, L. M., Johnstone, E. B., Lee-Sepsick, K. (2025). FemBloc Non-Surgical Permanent Contraception for Occlusion of the Fallopian Tubes. J Gynecol Reprod Med , 9(1), 01-12. doi: 10.33140/JGRM.09.01.05.

Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “pending,” “intend,” “believe,” “suggests,” “potential,” “hope,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on our current expectations and are subject to inherent uncertainties, risks and assumptions, many of which are beyond our control, difficult to predict and could cause actual results to differ materially from what we expect. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, among others: our ability to obtain regulatory approvals for our FemBloc product candidate; develop and advance our current FemBloc product candidate and successfully enroll and complete the clinical trial; the ability of our clinical trial to demonstrate safety and effectiveness of our product candidate and other positive results; estimates regarding the total addressable market for our products and product candidate; our ability to commercialize our products and product candidate, our ability to establish, maintain, grow or increase sales and revenues, or the effect of delays in commercializing our products, including FemaSeed; our business model and strategic plans for our products, technologies and business, including our implementation thereof; and those other risks and uncertainties described in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and other reports as filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Femasys undertakes no duty to update such information except as required under applicable law.

Contacts:
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