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                                 March 26, 2021

       Kathy Lee-Sepsick
       Chief Executive Officer
       Femasys Inc.
       3950 Johns Creek Court, Suite 100
       Suwanee, GA 30024

                                                        Re: Femasys Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 17,
2021
                                                            CIK No. 0001339005

       Dear Ms. Lee-Sepsick:

             We have reviewed your amended draft registration statement and
have the following
       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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your revisions
in response to prior comment 1 that the FDA will evaluate the
                                                        results of the small
IDE clinical study that you are currently conducting to determine
                                                        whether to allow you to
move forward with a pivotal trial. In the next paragraph, you state
                                                        that if the FDA
approves the IDE for the pivotal clinical trial, you will initiate a new
                                                        pivotal trial. In your
disclosure on page 13, you state that enrollment has been paused for
                                                        the pivotal trial until
the FDA approves an IDE supplement to resume the study or an IDE
                                                        for a new pivotal
trial. Please revise to clarify that here, if true, as the disclosure currently
                                                        appears to indicate
that you would only be initiating a new pivotal trial and not potentially
 Kathy Lee-Sepsick
Femasys Inc.
March 26, 2021
Page 2
      continuing a paused trial.
Financial Statements, page F-3

2.    Given the automatic conversion upon the completion of this offering of
all of your
      convertible preferred stock into shares of common stock (pages 8, 62 and
elsewhere),
      please tell us how you considered providing a pro forma presentation of
the affected line
      items on the face of your balance sheet as well as pro forma loss per
share on the face of
      your statement of comprehensive loss. Also, revise to provide a related
footnote
      discussion thereof.
       You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                            Sincerely,
FirstName LastNameKathy Lee-Sepsick
                                                            Division of
Corporation Finance
Comapany NameFemasys Inc.
                                                            Office of Life
Sciences
March 26, 2021 Page 2
cc:       David S. Rosenthal, Esq.
FirstName LastName