| Delaware |
001-40492
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11-3713499 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3950 Johns Creek Court,
Suite 100
Suwanee, Georgia
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30024
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|
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(Address of principal executive offices)
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(Zip Code)
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each
exchange
on which registered
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||
| Common Stock, par value $0.001 per share | FEMY |
The Nasdaq Stock Market LLC |
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Item 2.02
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Results of Operations and Financial Condition.
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| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
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Exhibit
No.
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Description
|
|
Press Release of Femasys Inc. dated November 14, 2025
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|
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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Femasys Inc.
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||
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By:
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/s/ Kathy Lee-Sepsick
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|
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Names: Kathy Lee-Sepsick
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||
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Title: Chief Executive Officer
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||
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Date: November 14, 2025
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||
|
•
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Announced second partner order for FemBloc in Europe
|
|
•
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Announced FDA IDE approval to continue enrollment in final phase of the FINALE pivotal trial for FemBloc
|
|
•
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Announced a definitive agreement for the issuance of $12 million in secured convertible notes and accompanying warrants for total potential funding of $58
million, if all warrants are exercised for cash
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|
•
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Announced the initiation of post-market surveillance study for FemBloc in Europe
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|
•
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Announced partnership with Kebomed, a leading European distributor of medical devices and equipment, to commercialize FemBloc in France and the Benelux region
(the Netherlands, Belgium and Luxembourg)
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|
•
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Announced partnership with Medical Electronic Systems LLC to provide FemSpermTM Analysis Kit for use with FemaSeed®
|
|
•
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Announced FemSperm Setup and Preparation Kits, designed to fully enable gynecologists to perform FemaSeed Intratubal Insemination
|
|
•
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Announced New Zealand regulatory approval of FemBloc
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|
•
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Announced underwritten public offering with gross proceeds of $8 million
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|
•
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Announced United Kingdom regulatory approval of FemBloc
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|
•
|
Sales increased by $174,486, or 31.4%, to $729,394 for the three months of 2025, compared to $554,908 for the three months of
2024 primarily due to sales of FemBloc.
|
|
•
|
Research and development expenses decreased by $921,219, or 40.0%, to $1,382,022 for the three months of 2025 compared to $2,303,241 for the three months of
2024 primarily due to commercialization of development products into inventory and reduced compensation costs, clinical costs and professional fees.
|
|
•
|
Net loss was $4,194,821, or ($0.10) per basic and diluted share attributable to common stockholders, for the three-month period ended September 30, 2025, compared to a net loss of
$5,408,860, or ($0.24) per basic and diluted share attributable to common stockholders, for the three-month period ended September 30, 2024.
|
|
•
|
Cash and cash equivalents as of September
30, 2025, was approximately $4.6 million and the Company had an accumulated deficit of approximately $141.9 million. The Company expects, based on its current operating
plan, our current cash and cash equivalents, which includes proceeds from our recent financing, will be sufficient to fund its ongoing operations into September 2026.
|
|
•
|
Sales increased by $432,394, or 41.3%, to $1,479,926 for the nine months of 2025, compared to $1,047,532 for the nine months of 2024 due to sales of FemBloc
and FemVue.
|
|
•
|
Research and development expenses decreased by $284,924, or 4.7%, to $5,764,923 for the nine months of 2025 compared to $6,049,847 for the nine months of 2024
primarily due to commercialization of development products into inventory, reduced clinical costs and professional fees, partially offset by increased regulatory costs.
|
|
•
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Net loss was $14,677,582, or ($0.46) per basic and diluted share attributable to common stockholders, for the nine-month period ended September 30, 2025, compared to a net loss of
$13,692,944, or ($0.62) per basic and diluted share attributable to common stockholders, for the same period ended September 30, 2024.
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Assets
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September 30,
2025
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December 31,
2024
|
||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
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$
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4,569,038
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3,451,761
|
|||||
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Accounts receivable, net
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572,199
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488,373
|
||||||
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Inventory
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5,783,974
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3,046,323
|
||||||
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Prepaid and other current assets
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1,321,689
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1,035,993
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||||||
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Total current assets
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12,246,900
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8,022,450
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||||||
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Property and equipment, at cost:
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||||||||
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Leasehold improvements
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1,238,886
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1,238,886
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||||||
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Office equipment
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78,155
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60,921
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||||||
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Furniture and fixtures
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417,876
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417,876
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||||||
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Machinery and equipment
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3,283,672
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2,856,740
|
||||||
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Construction in progress
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687,462
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762,445
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||||||
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5,706,051
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5,336,868
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|||||||
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Less accumulated depreciation
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(3,956,987
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)
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(3,740,769
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)
|
||||
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Net property and equipment
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1,749,064
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1,596,099
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||||||
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Long-term assets:
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||||||||
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Lease right-of-use assets, net
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1,419,345
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1,805,543
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||||||
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Intangible assets, net of accumulated amortization
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130,041
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65,918
|
||||||
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Other long-term assets
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744,803
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954,992
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||||||
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Total long-term assets
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2,294,189
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2,826,453
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||||||
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Total assets
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$
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16,290,153
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12,445,002
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|||||
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Liabilities and Stockholders’ Equity
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September 30,
2025
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December 31,
2024
|
||||||
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Current liabilities:
|
||||||||
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Accounts payable
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$
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2,173,883
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1,419,044
|
|||||
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Accrued expenses
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1,028,461
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1,151,049
|
||||||
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Note payable
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276,489
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—
|
||||||
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Convertible notes payable, net (including related parties)
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6,507,354
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5,406,228
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||||||
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Clinical holdback – current portion
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60,543
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88,581
|
||||||
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Lease liabilities – current portion
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494,954
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517,967
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||||||
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Total current liabilities
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10,541,684
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8,582,869
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||||||
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Long-term liabilities:
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||||||||
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Clinical holdback – long-term portion
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43,955
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39,611
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||||||
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Lease liabilities – long-term portion
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1,148,263
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1,518,100
|
||||||
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Total long-term liabilities
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1,192,218
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1,557,711
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||||||
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Total liabilities
|
11,733,902
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10,140,580
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||||||
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Commitments and contingencies
|
||||||||
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Stockholders’ equity:
|
||||||||
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Common stock, $0.001 par, 200,000,000 authorized, 47,419,596 shares issued and 47,302,373 outstanding as of September 30,
2025; and 23,473,149 shares issued and 23,355,926 outstanding as of December 31, 2024
|
47,420
|
23,473 |
||||||
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Treasury stock, 117,223 common shares
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(60,000
|
)
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(60,000
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)
|
||||
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Warrants
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6,727,334
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1,860,008
|
||||||
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Additional paid-in-capital
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139,717,336
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127,679,198
|
||||||
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Accumulated deficit
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(141,875,839
|
)
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(127,198,257
|
)
|
||||
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|
||||||||
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Total stockholders’ equity
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4,556,251
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2,304,422
|
||||||
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|
||||||||
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Total liabilities and stockholders’ equity
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$
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16,290,153
|
12,445,002
|
|||||
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Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
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Sales
|
$
|
729,394
|
554,908
|
1,479,926
|
1,047,532
|
|||||||||||
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Cost of sales (excluding depreciation expense)
|
293,838
|
190,839
|
569,275
|
352,496
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||||||||||||
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Operating expenses:
|
||||||||||||||||
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Research and development
|
1,382,022
|
2,303,241
|
5,764,923
|
6,049,847
|
||||||||||||
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Sales and marketing
|
1,143,805
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1,572,189
|
3,037,349
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2,847,866
|
||||||||||||
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General and administrative
|
1,477,800
|
1,530,791
|
4,817,485
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4,645,412
|
||||||||||||
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Depreciation and amortization
|
85,697
|
76,288
|
256,835
|
215,144
|
||||||||||||
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Total operating expenses
|
4,089,324
|
5,482,509
|
13,876,592
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13,758,269
|
||||||||||||
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Loss from operations
|
(3,653,768
|
)
|
(5,118,440
|
)
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(12,965,941
|
)
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(13,063,233
|
)
|
||||||||
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Other (expense) income:
|
||||||||||||||||
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Interest income
|
17,315
|
124,028
|
53,488
|
532,850
|
||||||||||||
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Interest expense
|
(532,073
|
)
|
(413,290
|
)
|
(1,483,022
|
)
|
(1,163,153
|
)
|
||||||||
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Other expense
|
(26,295
|
)
|
—
|
(286,295
|
)
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—
|
||||||||||
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Total other expense, net
|
(541,053
|
)
|
(289,262
|
)
|
(1,715,829
|
)
|
(630,303
|
)
|
||||||||
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Loss before income taxes
|
(4,194,821
|
)
|
(5,407,702
|
)
|
(14,681,770
|
)
|
(13,693,536
|
)
|
||||||||
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Income tax expense (benefit)
|
—
|
1,158
|
(4,188
|
)
|
(592
|
)
|
||||||||||
|
Net loss
|
$
|
(4,194,821
|
)
|
(5,408,860
|
)
|
(14,677,582
|
)
|
(13,692,944
|
)
|
|||||||
|
Net loss attributable to common stockholders, basic and diluted
|
$
|
(4,194,821
|
)
|
(5,408,860
|
)
|
(14,677,582
|
)
|
(13,692,944
|
)
|
|||||||
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.10
|
)
|
(0.24
|
)
|
(0.46
|
)
|
(0.62
|
)
|
|||||||
|
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic
and diluted
|
41,015,196
|
22,232,799
|
31,739,828
|
22,075,135
|
||||||||||||