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                              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.
 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,

FirstName LastNameKathy Lee-Sepsick                          Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NameFemasys Inc.
                                                             Services
July 5, 2023 Page 2
cc:       Anna Tomczyk, Esq.
FirstName LastName