| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| | | | | $ | $ | | $ |
| | | | | $ | $ | $ | |
| Total Offering Amounts | $ | $ | |||||
| Total Fee Offsets | | ||||||
| Net Fee Due | $ | ||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), the registration statement on Form S-8
(the “Registration Statement”) shall also cover any additional shares of the
common stock of Femasys Inc. (the “Registrant”) that become issuable in respect
of the securities identified in the above table by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the Registrant’s receipt of consideration that results in an increase
in the number of the outstanding shares of the Registrant’s common stock. |
|
(2)
|
Represents (i) 2,384,100 additional shares of the
Registrant’s common stock that were automatically added to the shares
authorized for issuance under the Registrant’s 2021 Equity Incentive Plan (the
“2021 Plan”) on January 1, 2026, pursuant to an annual “evergreen” increase
provision contained in the 2021 Plan and (ii) 3,000,000 additional shares of
the Registrant’s common stock that were approved by the Registrant’s
stockholders at the Registrant’s annual meeting of stockholders held on June
25, 2025, to increase the number of shares authorized for issuance under the
2021 Plan.
|
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) of
the Securities Act, solely for the purpose of calculating the registration fee.
The proposed maximum offering price per share of $0.53 was computed by
averaging the high and low prices of a share of the Registrant’s common stock
as reported on The Nasdaq Capital Market on March 24, 2026.
|
| (4) | Represents 596,025 additional shares of the
Registrant’s common stock that were automatically added to the shares
authorized for issuance under the Registrant’s Employee Stock Purchase Plan
(the “ESPP”) on January 1, 2026, pursuant to an annual “evergreen” increase
provision contained in the ESPP. |
|
(5)
|
Estimated in accordance with Rules 457(c) and (h) of
the Securities Act, solely for the purpose of calculating the registration fee.
The proposed maximum offering price per share is equal to 85% of $0.53, or
$0.45, which was computed by averaging the high and low prices of a share of
the Registrant’s common stock as reported on The Nasdaq Capital Market on March
24, 2026. Under the ESPP, the purchase price of a share of common stock is
equal to 85% of the fair market value of the Registrant’s common stock on the
offering date or the purchase date, whichever is less.
|