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                               March 10, 2021

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

                                                        Re: Femasys Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
12, 2021
                                                            CIK No. 0001339005

       Dear Ms. Lee-Sepsick:

              We have reviewed your 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.

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note your disclosure
elsewhere in the prospectus regarding the FDA's safety concerns
                                                        with your pivotal trial
for FemBloc that resulted in the trial being paused. Please revise to
                                                        disclose that here and
the fact that enrollment is paused until the FDA either approves an
                                                        IDE supplement to
resume the study or an IDE for a new pivotal trial. Please also revise
                                                        to disclose that the
small IDE study that began in June 2020 is being used to evaluate the
                                                        adequacy of certain
proposed mitigations as a result of the FDA's safety concerns.
 Kathy Lee-Sepsick
FirstName  LastNameKathy Lee-Sepsick
Femasys Inc.
Comapany
March      NameFemasys Inc.
       10, 2021
March2 10, 2021 Page 2
Page
FirstName LastName
Risks Associated With Our Business, page 4

2.       Please revise to disclose the risk that the FDA may not allow you to
continue the pivotal
         trial for FemBloc due to safety concerns.
Implications of Being an Emerging Growth Company and a Smaller Reporting
Company, page 6

3.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Risk Factors
We face the risk of product liability claims that could be expensive, divert
management's
attention and harm our reputation and business, page 26

4.       We note your disclosure here that the FemBloc system has shown a
"favorable safety
         profile" to date. Safety is a conclusion that is solely within the
authority of the FDA or
         comparable regulatory bodies. Please remove or revise this statement
accordingly.
Business
Intellectual Property, page 89

5.       Please revise to disclose the material foreign jurisdictions where you
own patents or have
         pending patent applications.
(2) Summary of Significant Accounting Policies, page F-9

6.       Regarding item (i) on inventories on page F-10, you state that in
2019, you disposed of
         inventory, primarily in connection with your FemCerv    product, in
the amount of
         $29,401 and that as of December 31, 2019, the reserve for slow moving,
obsolete, or
         unusable inventories was $2,484. Please explain why this disposal was
necessary, e.g.,
         identify the raw materials or other components that expire, etc.
Please explain why
         FemCerv    is not included in your product pipeline table on page 3 if
it is cleared to
         market in the U.S. and Europe (page 85). Finally, please identify the
product(s) for which
         the reserve for slow moving, obsolete, or unusable inventories is
attributed and the
         reason(s) such a reserve is warranted therefor.
7.       You report a long-term Clinical Holdback liability of $145,768 as of
December 31, 2019.
         Please revise your footnotes to more clearly describe the nature of
this liability, how it
         was computed, and provide a rollforward of the balances for the
periods presented.
 Kathy Lee-Sepsick
Femasys Inc.
March 10, 2021
Page 3

        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 10, 2021 Page 3
cc:       David S. Rosenthal, Esq.
FirstName LastName