SEC Comment Letter 0000000000-23-007074 to FEMASYS INC (FEMY)
FEMASYS INC
Date: July 5, 2023 · CIK: 0001339005 · Accession: 0000000000-23-007074
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272876
Letter
United States securities and exchange commission logo July 5, 2023 Kathy Lee-Sepsick Chief Executive Officer Femasys Inc. 3950 Johns Creek Court, Suite 100 Suwanee, Georgia 30024 Re:Femasys Inc. Registration Statement on Form S-1 Filed June 23, 2023 File No. 333-272876 Dear Kathy Lee-Sepsick: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed June 23, 2023 Exhibits 1.Please revise the filing fee table to separately register the shares of common stock issuable upon the exercise of common stock purchase warrants and placement agent warrants. 2.We note your disclosure on the cover page that H.C. Wainwright & Co., LLC served as your exclusive placement agent in connection with a private placement and registered direct offering completed on April 20, 2023. We also refer to the form of underwriting agreement with Chardan Capital Markets LLC filed as Exhibit 1.1 to your registration statement. Please revise your exhibit index to remove this exhibit as it does not appear to be applicable to this offering. In addition, please file the placement agent agreement with H.C. Wainwright and the securities purchase agreement(s) you entered into with certain institutional and accredited investors as exhibits to the registration statement.
FirstName LastNameKathy Lee-Sepsick Comapany NameFemasys Inc. July 5, 2023 Page 2 FirstName LastName Kathy Lee-Sepsick Femasys Inc. July 5, 2023 Page 2 General 3.We note your cover page disclosure that the last reported per share price of your common stock on the Nasdaq Capital Market was $0.62 per share and your disclosure in the Form 8-K filed June 2, 2023 that you received notice from Nasdaq that you are not currently in compliance with its listing requirements. Please provide an update on the status of this notice. Please revise your disclosure on the cover page, the summary, and risk factor sections to disclose the risks related to this notice and the risks of a potential delisting. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Anna Tomczyk, Esq.
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United States securities and exchange commission logo
July 5, 2023
Kathy Lee-Sepsick
Chief Executive Officer
Femasys Inc.
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
Re:Femasys Inc.
Registration Statement on Form S-1
Filed June 23, 2023
File No. 333-272876
Dear Kathy Lee-Sepsick:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 23, 2023
Exhibits
1.Please revise the filing fee table to separately register the shares of common stock issuable
upon the exercise of common stock purchase warrants and placement agent warrants.
2.We note your disclosure on the cover page that H.C. Wainwright & Co., LLC served as
your exclusive placement agent in connection with a private placement and registered
direct offering completed on April 20, 2023. We also refer to the form of underwriting
agreement with Chardan Capital Markets LLC filed as Exhibit 1.1 to your registration
statement. Please revise your exhibit index to remove this exhibit as it does not appear to
be applicable to this offering. In addition, please file the placement agent agreement with
H.C. Wainwright and the securities purchase agreement(s) you entered into with certain
institutional and accredited investors as exhibits to the registration statement.
FirstName LastNameKathy Lee-Sepsick
Comapany NameFemasys Inc.
July 5, 2023 Page 2
FirstName LastName
Kathy Lee-Sepsick
Femasys Inc.
July 5, 2023
Page 2
General
3.We note your cover page disclosure that the last reported per share price of your common
stock on the Nasdaq Capital Market was $0.62 per share and your disclosure in the Form
8-K filed June 2, 2023 that you received notice from Nasdaq that you are not currently in
compliance with its listing requirements. Please provide an update on the status of this
notice. Please revise your disclosure on the cover page, the summary, and risk factor
sections to disclose the risks related to this notice and the risks of a potential delisting.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Anna Tomczyk, Esq.