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Tivic Health Systems Inc SEC Filings

TIVC NASDAQ

Welcome to our dedicated page for Tivic Health Systems SEC filings (Ticker: TIVC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Tivic Health Systems, Inc. (TIVC) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered tools to help interpret complex documents. Tivic files a range of reports with the U.S. Securities and Exchange Commission that outline its immunotherapeutics strategy, licensing agreements, financings and governance matters.

Investors can review Tivic’s current reports on Form 8‑K, which describe material events such as the exclusive license and amended and restated license agreement for the TLR5 agonist programs Entolimod and Entolasta, the transfer of investigational new drug applications (INDs) for Entolimod, and the acquisition of contract development and manufacturing organization (CDMO) assets used to form Velocity Bioworks. Other 8‑K filings detail executive employment agreements, equity incentive plan amendments, transfer agent changes and shareholder meeting results.

Registration statements like the S‑1/A shed light on Tivic’s status as an emerging growth and smaller reporting company, the registration of common stock and warrants held by selling stockholders, and the structure of preferred stock and convertible securities. These documents help explain how Tivic raises capital to support its biologics and bioelectronic programs.

On this page, Stock Titan surfaces Tivic’s 10‑K annual reports and 10‑Q quarterly reports when available, which typically include risk factors, management’s discussion and analysis, and detailed descriptions of the company’s dual‑platform strategy in biologics and bioelectronic medicine. Form 4 and related ownership filings, when present, can be used to monitor insider equity transactions and incentive awards tied to Tivic’s equity plans.

Stock Titan enhances Tivic’s filings with AI-generated summaries that highlight key terms in license agreements, financing structures, and manufacturing commitments, helping readers quickly identify items such as Entolimod development milestones, Velocity Bioworks obligations, and voting outcomes from shareholder meetings. Real-time EDGAR updates ensure that new Tivic filings appear promptly, while structured views make it easier to navigate between 8‑K events, registration statements and periodic reports for a more complete understanding of TIVC’s regulatory and corporate history.

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Tivic Health Systems, Inc., through its wholly owned subsidiary Velocity Bioworks, Inc. (VBI), has committed to new facilities in San Antonio, Texas via three long-term agreements. VBI entered an eight-year lease for an approximately 8,024 sq ft microbial building with aggregate base rent of about $5.34 million and a one-time option to extend for five years, plus an exclusive option to purchase the building and property for $12.5 million during the first 24 months. VBI also signed a 102‑month lease for an approximately 20,144 sq ft mammalian facility with aggregate base rent of about $6.29 million. In addition, VBI agreed to a 110‑month sublease for about 8,122 sq ft of office space at the same property, with starting monthly base rent of $31,044.94; this office will serve as the company’s new principal executive office. For all three agreements, VBI will also pay its share of operating expenses, taxes and utilities.

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Tivic Health Systems, Inc. canceled its previously adjourned special meeting of stockholders that had been scheduled to reconvene on March 12, 2026. The meeting was originally held and then adjourned on February 19, 2026 because too few shares were represented to form a quorum.

As of the December 29, 2025 record date, 2,525,778 shares of common stock were entitled to vote, but stockholders holding less than one-third of this capital stock were present or represented by proxy. On March 11, 2026, the Board adopted a resolution to cancel the adjourned meeting and withdraw all proposals described in the related proxy materials.

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Tivic Health Systems, Inc. announced a leadership transition, appointing Michael K. Handley as Chief Executive Officer and a member of the board of directors, effective immediately. Handley, a life sciences executive with more than two decades of commercialization and regulatory experience, has been the company’s Chief Operating Officer and President of Tivic Biopharma since February 2025.

Jennifer Ernst resigned as Chief Executive Officer effective March 2, 2026 and will step down from the board on March 5, 2026. Under a Separation Agreement, she will receive an aggregate cash payment of $325,000 over a 12‑month severance period, continued COBRA coverage during that period, continued vesting of her unvested equity awards over the severance period, and $50,000 in restricted common stock, subject to shareholder approval. The company emphasized that her resignation was not due to any dispute or disagreement regarding operations, policies or practices.

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Tivic Health Systems, Inc. reporting persons 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow disclose beneficial ownership positions tied to convertible instruments and warrants that are subject to a 9.99% ownership blocker.

Based on 2,535,509 shares outstanding as of February 5, 2026, the filing reports 3i beneficially owns 276,187 shares (including 47,055 directly held shares and an aggregate 229,132 issuable upon exercise/conversion subject to the blocker) and Tumim beneficially owns 229,132 shares. The filing states that 3i delivered a notice on February 20, 2026 to increase the Blockers from 4.99% to 9.99%, effective 61 days thereafter.

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Tivic Health Systems filed an amended Form 8-K to add audited financial statements for Scorpius Holdings and unaudited pro forma results related to its December 2025 asset acquisition through subsidiary Velocity Bioworks. Scorpius generated $6.24 million of 2024 revenue but reported a net loss attributable to Scorpius of $32.8 million and an accumulated deficit of $287.2 million.

Scorpius ended 2024 with cash and cash equivalents of $1.03 million and total assets of $39.2 million against total liabilities of $37.5 million, including $16.0 million of related-party convertible promissory notes and a warrant liability of $2.10 million. Its auditors highlighted recurring losses and limited cash as raising substantial doubt about Scorpius’s ability to continue as a going concern.

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Tivic Health Systems, Inc. Chief Operating Officer Michael K. Handley reported the exercise or conversion of derivative securities into common stock. On February 18, 2026, he acquired 8,824 Restricted Stock Units and an associated 8,824 shares of Common Stock at a price of $0.00 per share. Following these transactions, he directly held 26,471 Restricted Stock Units and 8,824 shares of Common Stock. Each Restricted Stock Unit is convertible into one share of Common Stock, and the units vest over four years with an initial vesting after the first year, then in twelve equal quarterly installments.

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Tivic Health Systems, Inc. entered a common stock purchase agreement that allows it, at its discretion, to sell up to $50,000,000 of newly issued common stock to Tumim Stone Capital over a period tied to the effectiveness of a resale registration statement.

Sales are priced at 97% of the daily VWAP for a one-day valuation or 95% of the lowest VWAP over a three-day period, subject to volume limits. Issuances are capped at 506,848 shares, representing 19.99% of shares outstanding before the agreement, unless stockholders approve a waiver or a minimum price condition is met.

As a commitment fee, Tumim received pre-funded warrants to acquire 437,012 shares at an exercise price of $0.0001 per share, exercisable immediately with beneficial ownership capped at 4.99% or, at Tumim’s election, 9.99% of outstanding common stock.

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Tivic Health Systems, Inc. has filed a resale prospectus covering up to 13,659,638 shares of common stock that may be sold from time to time by 3i, LP. These shares consist of up to 9,106,425 shares issuable upon conversion of a senior secured convertible note and up to 4,553,213 shares issuable upon exercise of an accompanying warrant.

The company received gross proceeds of $16,253,147.10 from the note financing, which it used in full to acquire contract development and manufacturing assets from Scorpius Holdings via its Velocity Bioworks subsidiary. This brings Entolimod manufacturing in‑house and is intended to support offering CDMO services to third parties.

Tivic is winding down its ClearUP consumer device business and expects minimal to no revenue until other product candidates, led by its TLR5 agonist Entolimod, obtain regulatory approvals and are commercialized. The filing highlights potential risks from integration costs, liquidity pressure, substantial potential dilution from note and warrant conversions, and resale overhang from 3i’s registered shares.

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Tivic Health Systems, Inc. is registering up to 36,135,295 shares of common stock for resale by existing investors, not issuing new shares itself. The shares consist of up to 33,230,767 shares issuable upon conversion of Series C Non‑Voting Convertible Preferred Stock and up to 2,904,528 shares issuable upon exercise of related warrants from the initial tranche of a $75,000,000 preferred financing. Tivic will not receive proceeds from stockholder resales, but may receive cash if warrants are exercised, which it expects to use for working capital and general corporate purposes.

The company is pivoting from its ClearUP consumer device, which is being wound down with related charges, toward its late‑stage TLR5 agonist biologic Entolimod for acute radiation syndrome and oncology indications, and a bioelectronic vagus nerve stimulation program that may see reduced investment. Tivic recently acquired Scorpius’ CDMO assets for $16,253,147.10, funded by a matching senior secured convertible note and warrant financing, and has layered Series C preferred stock with variable‑price conversion, subject to floor prices, exchange caps and investor-friendly rights, which may create significant future dilution and liquidity risk.

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Tivic Health Systems, Inc. filed a current report to note that it has made a corporate presentation available to investors on its website as of January 20, 2026. The presentation, dated January 2026, is included as Exhibit 99.1 and is provided under Regulation FD, which is intended to ensure fair public disclosure of material information.

The company explains that this investor presentation and the related disclosure are being "furnished" rather than "filed," meaning they are not subject to certain legal liabilities under the Securities Exchange Act and will not be automatically incorporated into other securities filings unless specifically referenced. The report also includes standard cautionary language about forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties described in Tivic Health’s filings with the SEC.

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FAQ

What is the current stock price of Tivic Health Systems (TIVC)?

The current stock price of Tivic Health Systems (TIVC) is $0.96 as of March 17, 2026.

What is the market cap of Tivic Health Systems (TIVC)?

The market cap of Tivic Health Systems (TIVC) is approximately 2.5M.

TIVC Rankings

TIVC Stock Data

2.53M
2.48M
Medical Devices
Electromedical & Electrotherapeutic Apparatus
Link
United States
FREMONT

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