Femasys (FEMY) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 05, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-40492
Entity Registrant Name	Femasys Inc.
Entity Central Index Key	0001339005
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3713499
Entity Address, Address Line One	3950 Johns Creek Court, Suite 100
Entity Address, City or Town	Suwanee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30024
City Area Code	770
Local Phone Number	500-3910
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	FEMY
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,813,610

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,767,634	$ 24,783,029
Accounts receivable, net	170,302	84,258
Inventory, net	223,008	208,270
Other current assets	567,300	555,853
Total current assets	22,728,244	25,631,410
Property and equipment, at cost:
Leasehold improvements	1,195,637	1,155,332
Office equipment	99,344	99,344
Furniture and fixtures	424,947	424,947
Machinery and equipment	2,287,126	2,261,793
Construction in progress	434,443	379,713
Property and equipment, gross	4,441,497	4,321,129
Less accumulated depreciation	(2,854,315)	(2,722,117)
Net property and equipment	1,587,182	1,599,012
Long-term assets:
Lease right-of-use assets, net	574,943	665,747
Intangible assets, net of accumulated amortization	17,663	25,093
Other long-term assets	625,418	655,418
Total long-term assets	1,218,024	1,346,258
Total assets	25,533,450	28,576,680
Current liabilities:
Accounts payable	548,377	445,522
Accrued expenses	565,228	603,787
Clinical holdback - current portion	36,238	18,947
Note payable - current portion	45,666	181,123
Lease liabilities - current portion	400,620	406,674
Other - current	36,037	36,037
Total current liabilities	1,632,166	1,692,090
Long-term liabilities:
Clinical holdback - long-term portion	102,502	149,791
Lease liabilities - long-term portion	305,071	402,417
Total long-term liabilities	407,573	552,208
Total liabilities	2,039,739	2,244,298
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par, 200,000,000 authorized, 11,921,388 shares issued and 11,804,165 outstanding as of March 31, 2022 and December 31, 2021	11,921	11,921
Treasury stock, 117,223 shares	(60,000)	(60,000)
Warrants	702,492	702,492
Additional paid-in-capital	108,462,663	108,418,304
Accumulated deficit	(85,623,365)	(82,740,335)
Total stockholders' equity	23,493,711	26,332,382
Total liabilities and stockholders' equity	$ 25,533,450	$ 28,576,680

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	11,921,388	11,921,388
Common stock, outstanding (in shares)	11,804,165	11,804,165
Treasury stock, shares (in shares)	117,223	117,223

Statements of Comprehensive Los

Statements of Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statements of Comprehensive Loss [Abstract]
Sales	$ 321,405	$ 329,775
Cost of sales	122,675	93,042
Gross margin	198,730	236,733
Operating expenses:
Research and development	1,421,063	995,022
Sales and marketing	68,863	22,819
General and administrative	1,447,355	891,987
Depreciation and amortization	144,199	153,453
Total operating expenses	3,081,480	2,063,281
Loss from operations	(2,882,750)	(1,826,548)
Other income (expense):
Interest income, net	2,454	164
Interest expense	(2,734)	(3,848)
Other expense, net	(280)	(3,684)
Net loss	(2,883,030)	(1,830,232)
Net loss attributable to common stockholders, basic (in dollars per share)	(2,883,030)	(1,830,232)
Net loss attributable to common stockholders, diluted (in dollars per share)	$ (2,883,030)	$ (1,830,232)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.24)	$ (1.84)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.24)	$ (1.84)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	11,804,165	995,208
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	11,804,165	995,208

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Treasury Stock [Member]	Preferred Stock [Member]	Warrants [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Series B and Series C Redeemable Convertible Preferred Stock [Member]
Balance at Dec. 31, 2020								$ 55,343,686
Balance (in shares) at Dec. 31, 2020								55,835,833
Increase (Decrease) in Temporary Equity [Roll Forward]
Share-based compensation expense								$ 0
Net loss								0
Balance at Mar. 31, 2021								$ 55,343,686
Balance (in shares) at Mar. 31, 2021								55,835,833
Balance at Dec. 31, 2020	$ 1,110	$ (60,000)	$ 17,211	$ 702,492	$ 22,725,949	$ (75,202,490)	$ (51,815,728)
Balance (in shares) at Dec. 31, 2020	1,110,347	117,223	17,210,609
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash upon exercise of options	$ 2	$ 0	$ 0	0	10,048	0	10,050
Issuance of common stock for cash upon exercise of options (in shares)	2,084	0	0
Share-based compensation expense	$ 0	$ 0	$ 0	0	72,490	0	72,490
Net loss	0	0	0	0	0	(1,830,232)	(1,830,232)
Balance at Mar. 31, 2021	$ 1,112	$ (60,000)	$ 17,211	702,492	22,808,487	(77,032,722)	(53,563,420)
Balance (in shares) at Mar. 31, 2021	1,112,431	117,223	17,210,609
Balance at Dec. 31, 2021								$ 0
Balance (in shares) at Dec. 31, 2021								0
Increase (Decrease) in Temporary Equity [Roll Forward]
Share-based compensation expense								$ 0
Net loss								0
Balance at Mar. 31, 2022								$ 0
Balance (in shares) at Mar. 31, 2022								0
Balance at Dec. 31, 2021	$ 11,921	$ (60,000)	$ 0	702,492	108,418,304	(82,740,335)	26,332,382
Balance (in shares) at Dec. 31, 2021	11,921,388	117,223	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	$ 0	$ 0	$ 0	0	44,359	0	44,359
Net loss	0	0	0	0	0	(2,883,030)	(2,883,030)
Balance at Mar. 31, 2022	$ 11,921	$ (60,000)	$ 0	$ 702,492	$ 108,462,663	$ (85,623,365)	$ 23,493,711
Balance (in shares) at Mar. 31, 2022	11,921,388	117,223	0

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,883,030)	$ (1,830,232)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	136,769	141,202
Amortization	7,430	12,251
Amortization of right-of-use assets	86,233	98,256
Inventory reserve	2,700	0
Share-based compensation expense	44,359	72,490
Changes in operating assets and liabilities:
Accounts receivable	(86,044)	30,043
Inventory	(17,438)	(12,679)
Other assets	18,553	63,081
Accounts payable	102,855	171,665
Accrued expenses and other	(38,559)	194,506
Lease liabilities	(97,851)	(105,986)
Other liabilities	(29,998)	4,721
Net cash used in operating activities	(2,754,021)	(1,160,682)
Cash flows from investing activities:
Purchases of property and equipment	(120,368)	0
Net cash used in investing activities	(120,368)	0
Cash flows from financing activities:
Payments of deferred offering costs	0	(126,377)
Proceeds from issuance of common stock	0	10,050
Repayment of note payable	(135,457)	(23,643)
Payments under lease obligations	(5,549)	(5,021)
Net cash used in financing activities	(141,006)	(144,991)
Net change in cash and cash equivalents	(3,015,395)	(1,305,673)
Cash and cash equivalents:
Beginning of period	24,783,029	3,322,226
End of period	21,767,634	2,016,553
Cash paid for:
Interest	2,734	1,845
Income taxes	800	0
Non-cash financing activities:
Deferred offering costs included in accounts payable and accrued expenses	0	526,476
Prepaid insurance financed with promissory notes	$ 45,666	$ 41,199

Organization, Nature of Busines

Organization, Nature of Business, and Liquidity	3 Months Ended
	Mar. 31, 2022
Organization, Nature of Business, and Liquidity [Abstract]
Organization, Nature of Business, and Liquidity	(1) Organization, Nature of Business, and Liquidity Organization and Nature of Business Femasys Inc. (the Company or Femasys) was incorporated in Delaware on February 19, 2004 and is headquartered in Suwanee, Georgia. The Company is a biomedical company focused on transforming women’s healthcare by developing novel solutions and next-generation advancements providing significant clinical impact to address severely underserved areas. Our mission is to provide women worldwide with superior minimally-invasive, non-surgical product technologies, accessible in the office, improving patient care and overall health economics. The Company currently operates as one segment and is primarily focused on servicing the reproductive health needs for those seeking permanent birth control or solutions for infertility issues. F emasys has an expansive intellectual property portfolio which covers both design and utility patents in the U.S. and significant ex-U.S. markets for each product initiative. Femasys has taken concepts internally conceived and protected through development, including domestic and foreign regulatory approvals, and production, through in-house manufacturing. FemBloc® (FemBloc), the Company’s solution for permanent birth control, is based on the Company’s non-surgical platform technology and is presently completing a validation study under an approved Investigational Device Exemption (IDE) from the U.S. Food and Drug Administration (FDA). FemaSeed™ (FemaSeed), a solution which enables directed intrauterine insemination to improve on traditional intrauterine insemination (IUI) and provide a lower cost option to in vitro fertilization methods, received approval in April 2021 from the FDA on its IDE and the clinical study was initiated in July 2021. FemVue® (FemVue), a solution that enables fallopian tube assessment with ultrasound as an alternative to the radiologic approach (hysterosalpingogram) for the diagnosis of infertility, is approved for sale in the U.S., Europe, Japan, and Canada. FemChec® (FemChec), allows for fallopian tube evaluation after a FemBloc procedure to confirm occlusion (or procedure success) and is part of the FemBloc validation study. FemCerv® (FemCerv) is a solution for complete tissue sampling with minimal contamination of the endocervical canal as an alternative to the single biopsy method, is approved for sale in the U.S. and Europe. FemCath™ (FemCath), allows for selective evaluation of an individual fallopian tube as an alternative to the traditional intrauterine catheter that is undirected, is approved for sale in the U.S. Basis of Presentation The Company has prepared the accompanying financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended December 31, 2021 included in our Annual Report on Form 10K filed with the SEC on March 24, 2022 (the Annual Report). In the opinion of management, the unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows at the dates for periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. The most significant estimates used in these financial statements include the valuation of stock options, warrants, useful lives of property and equipment, intangible assets, and the pre-IPO valuation of our common stock and preferred stock. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates. Liquidity As of March 31, 2022, the Company has cash and cash equivalents of $21,767,634. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and revenue from the sale of FemVue to support the Company’s research and development activities, largely in connection with FemBloc and FemaSeed. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted. For the three months ended March 31, 2022, the Company generated a net loss of $2,883,030. The Company expects such losses to increase over the next few years as the Company advances FemBloc and FemaSeed through clinical development until FDA approval is received and the products are available to be marketed. The Company believes that its cash and cash equivalents as of March 31, 2022 will be sufficient to fund our ongoing operations at least 12 months from the date of filing these financial statements. Recently Issued Accounting Pronouncements – Recently Adopted On January 1, 2021, the Company adopted Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses Measurement of Credit Losses on Financial Instruments No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s financial statements.

Cash and Cash Equivalents

Cash and Cash Equivalents	3 Months Ended
	Mar. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	(2) Cash and Cash Equivalents As of March 31, 2022 and December 31, 2021, money market funds included in cash and cash equivalents on the balance sheets were $21,424,306 and $24,388,443, respectively, which represent level 1 within the fair value hierarchy where there are quoted prices in active markets for identical assets.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2022
Inventories [Abstract]
Inventories	(3) Inventories Inventory stated at cost, net of reserve, consisted of the following: March 31, 2022 December 31, 2021 Materials $ 132,185 111,531 Work in progress 55,709 12,795 Finished goods 35,114 83,944 Inventory, net $ 223,008 208,270 The FemVue reserve for slow moving, obsolete, or unusable inventories was as of March 31, 2022 and December 31, 2021, respectively.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2022
Accrued Expenses [Abstract]
Accrued Expenses	(4) Accrued Expenses Accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Clinical trial costs $ 324,329 301,730 Compensation costs 127,873 98,272 Franchise taxes 16,500 103,020 Other 96,526 100,765 Accrued expenses $ 565,228 603,787

Clinical Holdback

Clinical Holdback	3 Months Ended
	Mar. 31, 2022
Clinical Holdback [Abstract]
Clinical Holdback	(5) Clinical Holdback The following table shows the activity within the clinical holdback liability accounts for the three months ended March 31, 2022: Balance at December 31, 2021 $ 168,738 Clinical holdback retained 4,023 Clinical holdback paid (34,021 ) Balance at March 31 2022 $ 138,740 Less: clinical holdback - current portion (36,238 ) Clinical holdback - long-term portion $ 102,502

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2022
Revenue Recognition [Abstract]
Revenue Recognition	(6) Revenue Recognition Revenue is recognized upon shipment of our goods based upon contractually stated pricing at standard payment terms ranging from 30 to 60 days. All revenue is recognized point in time and no revenue is recognized over time. For the three months ended March 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied or partially satisfied in prior periods, nor were there any unsatisfied performance obligations as of March 31, 2022 or 2021. The majority of products sold directly to U.S customers are shipped via common carrier, and the customer pays for shipping and handling and assumes control Free on Board (FOB) shipping point. Products shipped to our international distributors are in accordance with their respective agreements; however, the shipping terms are generally EX-Works, reflecting that control is assumed by the distributor at the shipping point. Returns are only accepted with prior authorization from the Company. Items to be returned must be in original unopened cartons and are subject to a 30% restocking fee. Throughout the periods presented, the Company has not had a history of significant returns. The following table summarizes our FemVue sales by geographic region as follows: Three Months Ended March 31, 2022 2021 Primary geographical markets U.S. $ 263,360 271,730 International 58,045 58,045 Total $ 321,405 329,775

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	(7) Commitments and Contingencies Legal Claims Occasionally, the Company may be a party to legal claims or proceedings of which the outcomes are subject to significant uncertainty. In accordance with Accounting Standards Codification Contingencies The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The Company entered into employment agreements with its officers, which provides for indemnification protection in the executive’s capacity as an officer for actions taken within the scope of employment. The maximum amount of potential future indemnification is unlimited; however, the Company has obtained director and officer insurance that limits its exposure. The Company believes the fair value for these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations as of March 31, 2022 and December 31, 2021.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2022
Notes Payable [Abstract]
Notes Payable	(8) Notes Payable AFCO Credit Corporation (AFCO) As of March 31, 2022 and December 31, 2021, the principal balance on the remaining AFCO promissory note was $45,666 and $181,123, respectively and is included in Notes payable – current portion in the accompanying balance sheets. Interest expense in connection with the AFCO promissory notes was $1,796 and $378 for the three months ended March 31, 2022 and 2021, respectively.

Redeemable Convertible Preferre

Redeemable Convertible Preferred Stock and Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Redeemable Convertible Preferred Stock and Stockholders' Equity [Abstract]
Redeemable Convertible Preferred Stock and Stockholders' Equity	(9) Redeemable Convertible Preferred Stock and Stockholders’ Equity In June 2021, the Company issued 2,650,000 shares of common stock in connection with the Company’s IPO of its common stock at $13.00 per share. Net proceeds to the Company, after deducting underwriting discounts, commissions, and legal expenses, was $31,613,500. Offering costs incurred by the company were $2,016,143 , which include legal expenses incurred and paid by our underwriters of $425,000. The Company filed an eleventh amended and restated certificate of incorporation (the Amended and Restated Certificate) with the Secretary of State of the State of Delaware in connection with the completion of the IPO on June 22, 2021. The Amended and Restated Certificate amends and restates the Company’s existing certificate of incorporation in its entirety to, among other things: (i) authorize 200,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock (Series A, B and C); and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series. As of March 31, 2022, the Company had 11,804,165 shares of common stock outstanding, and no dividends have been declared or paid.

Equity Incentive Plans

Equity Incentive Plans	3 Months Ended
	Mar. 31, 2022
Equity Incentive Plans [Abstract]
Equity Incentive Plans	(10) Equity Incentive Plans Stock-Based Awards (a) Stock Option Plans In June 2021, in connection with the IPO, our 2021 Equity Incentive Plan (2021 Plan) became effective, which was adopted by our Board of Directors in February 2021 and our stockholders approved the 2021 Plan in March 2021. The 2021 Plan is administered by our compensation committee. Upon the effectiveness of the 2021 Plan, no new grants will be awarded under our 2015 Stock-Based Incentive Compensation Plan. As of March 31, 2022, the total number of shares of common stock reserved for future awards under the 2021 Plan is 1,319,136. Activity under the stock option plans was as follows: Number of options Weighted average exercise price Weighted average remaining contracted term in years Aggregate intrinsic value Outstanding at December 31, 2021 689,995 $ 3.58 $ 683,531 Granted 270,170 6.71 Expired (3,334 ) 27.00 Forfeited (834 ) 6.12 Outstanding at March 31, 2022 955,997 $ 4.38 6.47 $ 125,279 Vested and exercisable at March 31, 2022 529,027 $ 3.65 5.21 $ 64,168 Options granted under our 2021 Plan for the three months ended March 31, 2022 to employees and a nonemployee were 253,170 and 17,000, respectively, and the weighted average exercise prices were $6.96 and $3.03, respectively. Included in awards granted to employees are 140,000 of performance based options that vest on achieving certain clinical related milestones. The weighted-average weighted-average Employee Nonemployee Expected term (in years) 6.47 6.00 Risk‑free interest rate 1.74 % 1.64 % Dividend yield — % — % Expected volatility 107.23 % 107.78 % No options were exercised for the three months ended March 31, 2022 under our stock option plans. (b) Inducement Grant On February 28, 2022, the Company awarded, outside the 2021 Plan, our Chief Financial Officer a stock option grant for the right to purchase 100,000 shares of common stock at an exercise price of $2.97 per share (inducement grant), which was approved by the Compensation Committee. The inducement grant will vest in equal installments over four years provided the employee remains employed by the Company on the vesting date. The fair value of the inducement grant was $2.46 and was estimated using the following assumptions: Inducement Expected term (in years) 6.25 Risk‑free interest rate 1.76 % Dividend yield — % Expected volatility 106.76 % As of March 31, 2022, 100,000 shares are outstanding, and none are exercisable. (c) Share-Based Compensation Expense The following table shows the share-based compensation expense related to vested stock option grants to employees and nonemployees by financial statement line item on the accompanying statement of comprehensive loss: Three Months Ended March 31, 2022 2021 Research and development $ 29,139 35,496 Sales and marketing 1,126 926 General and administrative 14,094 36,068 Total share-based compensation expense $ 44,359 72,490 As March 31, 2022, the remaining share-based compensation expense that is expected to be recognized in future periods for employees and nonemployees is $1,122,943, which includes $463,311 of compensation expense to be recognized upon achieving certain performance conditions. For service based awards, the $659,632 of unrecognized expense is expected to be recognized over a weighted average period of 3.4 years. (d) Employee Stock Purchase Plan In June 2021, in connection with the IPO, our Employee Stock Purchase Plan (ESPP) became effective which was adopted by our Board of Directors in February 2021 and our stockholders approved the 2021 ESPP Plan in March 2021. The ESPP is administered by our compensation committee. As of March 31, 2022, the total number of shares of common stock reserved for future awards under the ESPP Plan is 284,707, and no shares of our common stock have been purchased under the ESPP.

Net Loss per Share Attributable

Net Loss per Share Attributable to Common Stockholders	3 Months Ended
	Mar. 31, 2022
Net Loss per Share Attributable to Common Stockholders [Abstract]
Net Loss per Share Attributable to Common Stockholders	(11) Net Loss per Share Attributable to Common Stockholders The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended March 31, 2022 2021 Net loss attributable to common stockholders, basic & diluted $ (2,883,030 ) (1,830,232 ) Weighted average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,804,165 995,208 Net loss per share attributable to common stockholders, basic and diluted $ (0.24 ) (1.84 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive March 31, 2022 March 31, 2021 Convertible preferred stock outstanding — 8,116,343 Options to purchase common stock 1,055,997 740,444 Warrants to purchase to common stock 244,572 244,572 Total potential shares 1,300,569 9,101,359

Organization, Nature of Busin_2

Organization, Nature of Business, and Liquidity (Policies)	3 Months Ended
	Mar. 31, 2022
Organization, Nature of Business, and Liquidity [Abstract]
Organization and Nature of Business	Organization and Nature of Business Femasys Inc. (the Company or Femasys) was incorporated in Delaware on February 19, 2004 and is headquartered in Suwanee, Georgia. The Company is a biomedical company focused on transforming women’s healthcare by developing novel solutions and next-generation advancements providing significant clinical impact to address severely underserved areas. Our mission is to provide women worldwide with superior minimally-invasive, non-surgical product technologies, accessible in the office, improving patient care and overall health economics. The Company currently operates as one segment and is primarily focused on servicing the reproductive health needs for those seeking permanent birth control or solutions for infertility issues. F emasys has an expansive intellectual property portfolio which covers both design and utility patents in the U.S. and significant ex-U.S. markets for each product initiative. Femasys has taken concepts internally conceived and protected through development, including domestic and foreign regulatory approvals, and production, through in-house manufacturing. FemBloc® (FemBloc), the Company’s solution for permanent birth control, is based on the Company’s non-surgical platform technology and is presently completing a validation study under an approved Investigational Device Exemption (IDE) from the U.S. Food and Drug Administration (FDA). FemaSeed™ (FemaSeed), a solution which enables directed intrauterine insemination to improve on traditional intrauterine insemination (IUI) and provide a lower cost option to in vitro fertilization methods, received approval in April 2021 from the FDA on its IDE and the clinical study was initiated in July 2021. FemVue® (FemVue), a solution that enables fallopian tube assessment with ultrasound as an alternative to the radiologic approach (hysterosalpingogram) for the diagnosis of infertility, is approved for sale in the U.S., Europe, Japan, and Canada. FemChec® (FemChec), allows for fallopian tube evaluation after a FemBloc procedure to confirm occlusion (or procedure success) and is part of the FemBloc validation study. FemCerv® (FemCerv) is a solution for complete tissue sampling with minimal contamination of the endocervical canal as an alternative to the single biopsy method, is approved for sale in the U.S. and Europe. FemCath™ (FemCath), allows for selective evaluation of an individual fallopian tube as an alternative to the traditional intrauterine catheter that is undirected, is approved for sale in the U.S.
Basis of Presentation	Basis of Presentation The Company has prepared the accompanying financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to these rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended December 31, 2021 included in our Annual Report on Form 10K filed with the SEC on March 24, 2022 (the Annual Report). In the opinion of management, the unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows at the dates for periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting periods. The most significant estimates used in these financial statements include the valuation of stock options, warrants, useful lives of property and equipment, intangible assets, and the pre-IPO valuation of our common stock and preferred stock. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.
Liquidity	Liquidity As of March 31, 2022, the Company has cash and cash equivalents of $21,767,634. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and revenue from the sale of FemVue to support the Company’s research and development activities, largely in connection with FemBloc and FemaSeed. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted. For the three months ended March 31, 2022, the Company generated a net loss of $2,883,030. The Company expects such losses to increase over the next few years as the Company advances FemBloc and FemaSeed through clinical development until FDA approval is received and the products are available to be marketed. The Company believes that its cash and cash equivalents as of March 31, 2022 will be sufficient to fund our ongoing operations at least 12 months from the date of filing these financial statements.
Recently Issued Accounting Pronouncements Adopted and Not Yet Adopted	Recently Issued Accounting Pronouncements – Recently Adopted On January 1, 2021, the Company adopted Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses Measurement of Credit Losses on Financial Instruments No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s financial statements.

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2022
Inventories [Abstract]
Inventory Stated at Cost, Net of Reserve	Inventory stated at cost, net of reserve, consisted of the following: March 31, 2022 December 31, 2021 Materials $ 132,185 111,531 Work in progress 55,709 12,795 Finished goods 35,114 83,944 Inventory, net $ 223,008 208,270

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2022
Accrued Expenses [Abstract]
Accrued Expenses	Accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Clinical trial costs $ 324,329 301,730 Compensation costs 127,873 98,272 Franchise taxes 16,500 103,020 Other 96,526 100,765 Accrued expenses $ 565,228 603,787

Clinical Holdback (Tables)

Clinical Holdback (Tables)	3 Months Ended
	Mar. 31, 2022
Clinical Holdback [Abstract]
Clinical Holdback Liability	The following table shows the activity within the clinical holdback liability accounts for the three months ended March 31, 2022: Balance at December 31, 2021 $ 168,738 Clinical holdback retained 4,023 Clinical holdback paid (34,021 ) Balance at March 31 2022 $ 138,740 Less: clinical holdback - current portion (36,238 ) Clinical holdback - long-term portion $ 102,502

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue Recognition [Abstract]
Sales by Geographic Region	The following table summarizes our FemVue sales by geographic region as follows: Three Months Ended March 31, 2022 2021 Primary geographical markets U.S. $ 263,360 271,730 International 58,045 58,045 Total $ 321,405 329,775

Equity Incentive Plans (Tables)

Equity Incentive Plans (Tables)	3 Months Ended
	Mar. 31, 2022
Equity Incentive Plans [Abstract]
Stock Option Plan Activity	Activity under the stock option plans was as follows: Number of options Weighted average exercise price Weighted average remaining contracted term in years Aggregate intrinsic value Outstanding at December 31, 2021 689,995 $ 3.58 $ 683,531 Granted 270,170 6.71 Expired (3,334 ) 27.00 Forfeited (834 ) 6.12 Outstanding at March 31, 2022 955,997 $ 4.38 6.47 $ 125,279 Vested and exercisable at March 31, 2022 529,027 $ 3.65 5.21 $ 64,168
Estimated Using Assumptions	The weighted-average weighted-average Employee Nonemployee Expected term (in years) 6.47 6.00 Risk‑free interest rate 1.74 % 1.64 % Dividend yield — % — % Expected volatility 107.23 % 107.78 % The fair value of the inducement grant was $2.46 and was estimated using the following assumptions: Inducement Expected term (in years) 6.25 Risk‑free interest rate 1.76 % Dividend yield — % Expected volatility 106.76 %
Share-based Compensation Expense	The following table shows the share-based compensation expense related to vested stock option grants to employees and nonemployees by financial statement line item on the accompanying statement of comprehensive loss: Three Months Ended March 31, 2022 2021 Research and development $ 29,139 35,496 Sales and marketing 1,126 926 General and administrative 14,094 36,068 Total share-based compensation expense $ 44,359 72,490

Net Loss per Share Attributab_2

Net Loss per Share Attributable to Common Stockholders (Tables)	3 Months Ended
	Mar. 31, 2022
Net Loss per Share Attributable to Common Stockholders [Abstract]
Computation of Basic and Diluted Net Loss Per Share	The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended March 31, 2022 2021 Net loss attributable to common stockholders, basic & diluted $ (2,883,030 ) (1,830,232 ) Weighted average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted 11,804,165 995,208 Net loss per share attributable to common stockholders, basic and diluted $ (0.24 ) (1.84 )
Computations of Diluted Weighted Average Shares Outstanding	The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive March 31, 2022 March 31, 2021 Convertible preferred stock outstanding — 8,116,343 Options to purchase common stock 1,055,997 740,444 Warrants to purchase to common stock 244,572 244,572 Total potential shares 1,300,569 9,101,359

Organization, Nature of Busin_3

Organization, Nature of Business, and Liquidity (Details)	3 Months Ended
	Mar. 31, 2022USD ($)Segment	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Organization and Nature of Business [Abstract]
Number of operating segments | Segment	1
Liquidity [Abstract]
Cash and cash equivalents	$ 21,767,634		$ 24,783,029
Net loss	$ (2,883,030)	$ (1,830,232)

Cash and Cash Equivalents (Deta

Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 1 [Member] | Money Market Funds [Member]
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalent	$ 21,424,306	$ 24,388,443

Inventories (Details)

Inventories (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Inventories [Abstract]
Materials	$ 132,185	$ 111,531
Work in progress	55,709	12,795
Finished goods	35,114	83,944
Inventory, net	223,008	208,270
Reserve for expired inventory	$ 1,287	$ 850

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses [Abstract]
Clinical trail costs	$ 324,329	$ 301,730
Compensation costs	127,873	98,272
Franchise taxes	16,500	103,020
Other	96,526	100,765
Accrued expenses	$ 565,228	$ 603,787

Clinical Holdback (Details)

Clinical Holdback (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Clinical Holdback Liability [Roll Forward]
Balance	$ 168,738
Clinical holdback retained	4,023
Clinical holdback paid	(34,021)
Balance	138,740
Less: clinical holdback - current portion	(36,238)	$ (18,947)
Clinical holdback - long-term portion	$ 102,502	$ 149,791

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue Recognition [Abstract]
Revenue recognized from performance obligations in prior periods	$ 0	$ 0
Percentage of restocking fee	30.00%
Primary Geographical Markets [Abstract]
Sales	$ 321,405	329,775
FemVue [Member]
Primary Geographical Markets [Abstract]
Sales	321,405	329,775
FemVue [Member] | U.S. [Member]
Primary Geographical Markets [Abstract]
Sales	263,360	271,730
FemVue [Member] | International [Member]
Primary Geographical Markets [Abstract]
Sales	$ 58,045	$ 58,045
Minimum [Member]
Revenue Recognition [Abstract]
Revenue recognition payment period term	30 days
Maximum [Member]
Revenue Recognition [Abstract]
Revenue recognition payment period term	60 days

Notes Payable (Details)

Notes Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Notes Payable [Abstract]
Note payable - current portion	$ 45,666	$ 181,123
Promissory Notes [Member] | AFCO Credit Corporation [Member]
Notes Payable [Abstract]
Note payable - current portion	45,666	181,123
Interest expense on loan	$ 1,796	$ 378

Redeemable Convertible Prefer_2

Redeemable Convertible Preferred Stock and Stockholders' Equity (Details) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Stockholders Equity [Abstract]
Common stock, outstanding (in shares)		11,804,165	11,804,165
Dividends declared or paid		$ 0
IPO [Member]
Stockholders Equity [Abstract]
Shares issued and sold (in shares)	2,650,000
Share price (in dollars per share)	$ 13
Proceeds from issuance after deducting underwriting discounts, commissions, and legal expenses	$ 31,613,500
Deferred offering costs	2,016,143
Legal expenses incurred paid by underwriters	$ 425,000
Automatic conversion of preferred stock (in shares)	8,116,343
Common Stock [Member]
Stockholders Equity [Abstract]
Number of shares authorized, for all classes of stock (in shares)		200,000,000
Preferred Stock [Member]
Stockholders Equity [Abstract]
Number of shares authorized, for all classes of stock (in shares)		10,000,000

Equity Incentive Plans, Stock O

Equity Incentive Plans, Stock Option Plans (Details) - shares	1 Months Ended
	Jun. 30, 2021	Mar. 31, 2022
2015 Plan [Member]
Stock Option Plan [Abstract]
New grants awarded (in shares)	0
2021 Plan [Member]
Stock Option Plan [Abstract]
Common stock reserved for issuance (in shares)		1,319,136

Equity Incentive Plans, Stock_2

Equity Incentive Plans, Stock Option Plan, Activity (Details) - 2021 Employee Stock Purchase Plan [Member] - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options [Roll Forward]
Beginning balance (in shares)	689,995
Granted (in shares)	270,170
Expired (in shares)	(3,334)
Forfeited (in shares)	(834)
Ending balance (in shares)	955,997
Weighted Average Exercise Price [Abstract]
Beginning balance (in dollars per share)	$ 3.58
Granted (in dollars per share)	6.71
Expired (in dollars per share)	27
Forfeited (in dollars per share)	6.12
Ending balance (in dollars per share)	$ 4.38
Option outstanding [Abstract]
Weighted average remaining contracted term in years	6 years 5 months 19 days
Aggregate intrinsic value	$ 125,279	$ 683,531
Options vested and exercisable [Abstract]
Options vested and exercisable, Number of option vested (in shares)	529,027
Options vested and exercisable, Exercise price (in dollars per share)	$ 3.65
Options vested and exercisable, Weighted average remaining life years	5 years 2 months 15 days
Option vested, Aggregate intrinsic value	$ 64,168
Estimated Fair Value Assumptions [Abstract]
Exercised (in shares)	0
Employee [Member]
Number of Options [Roll Forward]
Granted (in shares)	253,170
Weighted Average Exercise Price [Abstract]
Ending balance (in dollars per share)	$ 6.96
Options vested and exercisable [Abstract]
Fair values of options granted (in dollars per share)	$ 2.34
Estimated Fair Value Assumptions [Abstract]
Expected term (in years)	6 years 5 months 19 days
Risk free interest rate	1.74%
Dividend yield	0.00%
Expected volatility	107.23%
Employee [Member] | Performance Based Options [Member]
Number of Options [Roll Forward]
Granted (in shares)	140,000
Nonemployee [Member]
Number of Options [Roll Forward]
Granted (in shares)	17,000
Weighted Average Exercise Price [Abstract]
Ending balance (in dollars per share)	$ 3.03
Options vested and exercisable [Abstract]
Fair values of options granted (in dollars per share)	$ 2.49
Estimated Fair Value Assumptions [Abstract]
Expected term (in years)	6 years
Risk free interest rate	1.64%
Dividend yield	0.00%
Expected volatility	107.78%

Equity Incentive Plans, Inducem

Equity Incentive Plans, Inducement Grant and Valuation (Details) - Inducement Grant [Member] - $ / shares	Feb. 28, 2022	Mar. 31, 2022
Inducement Grant [Abstract]
Granted (in shares)	100,000
Exercise price (in dollars per share)	$ 2.97
Vesting period		4 years
Fair values of options granted (in dollars per share)	$ 2.46
Estimated Fair Value Assumptions [Abstract]
Expected term (in years)		6 years 3 months
Risk free interest rate		1.76%
Dividend yield		0.00%
Expected volatility		106.76%
Shares outstanding (in shares)	100,000
Option exercisable (in shares)	0

Equity Incentive Plans, Share-B

Equity Incentive Plans, Share-Based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-based Compensation Expense [Abstract]
Stock based compensation expense	$ 44,359	$ 72,490
Stock based compensation expense expected to be recognized for employees and nonemployees	1,122,943
Compensation expense to be recognized upon achieving certain performance condition	463,311
Unrecognized expenses	$ 659,632
Weighted-average period over which unrecognized compensation is expected to be recognized	3 years 4 months 24 days
Research and Development [Member]
Stock-based Compensation Expense [Abstract]
Stock based compensation expense	$ 29,139	35,496
Sales and Marketing [Member]
Stock-based Compensation Expense [Abstract]
Stock based compensation expense	1,126	926
General and Administrative [Member]
Stock-based Compensation Expense [Abstract]
Stock based compensation expense	$ 14,094	$ 36,068

Equity Incentive Plans, Employe

Equity Incentive Plans, Employee Stock Purchase Plan (Details) - 2021 Employee Stock Purchase Plan [Member]	Mar. 31, 2022shares
Employee Stock Purchase Plan [Abstract]
Common stock reserved for issuance (in shares)	284,707
Common stock purchased (in shares)	0

Net Loss per Share Attributab_3

Net Loss per Share Attributable to Common Stockholders (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net Loss per Share Attributable to Common Stockholders [Abstract]
Net loss attributable to common stockholders, basic	$ (2,883,030)	$ (1,830,232)
Net loss attributable to common stockholders, diluted	$ (2,883,030)	$ (1,830,232)
Weighted average number of shares used in computing net loss per share attributable to common stockholders, basic (in shares)	11,804,165	995,208
Weighted average number of shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	11,804,165	995,208
Net loss per share attributable to common stockholders, basic (In dollars per share)	$ (0.24)	$ (1.84)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.24)	$ (1.84)
Weighted Average Number of Shares Outstanding [Abstract]
Convertible preferred stock outstanding (in shares)	0	8,116,343
Options to purchase common stock (in shares)	1,055,997	740,444
Warrants to purchase to common stock (in shares)	244,572	244,572
Total potential shares (in shares)	1,300,569	9,101,359