Tivic Health Systems Inc SEC Filings

Tivic Health Systems, Inc. (TIVC) filed an S-3 shelf prospectus registering shares held by selling stockholders and describing a related Purchase Agreement with Helena Global Investment Opportunities I Ltd., investor and placement agent warrants, and Placement Agent Warrants issued to Craft-affiliated individuals. The prospectus discloses that selling stockholders may sell some, all or none of the covered shares on any trading venue at various pricing methods and that the company will only receive proceeds if warrants are exercised.

The filing notes 1,574,249 shares outstanding as of August 27, 2025, details potential issuances to Helena including up to 1,352,395 shares issuable upon conversion in the Third Tranche and other conversion/exercise amounts, and Placement Agent Warrants totaling individual figures (e.g., 14,252 for certain Craft-affiliated individuals). Listed estimated fees include $10,000 accounting and $25,000 legal. The prospectus highlights risks including potential dilution, resale pressure from selling stockholders, reliance on additional financing, and limited public-company disclosure requirements available to the company.

Tivic Health Systems insider amendment: This Form 4/A reports a corrected disclosure for an equity award to Lisa G. Wolf, Chief Financial Officer and director. The amendment fixes an administrative error in the original filing and confirms an employee stock option granted on 08/06/2025 for 80,000 shares of common stock with an exercise price of $3.32. The option vests 25% on the first anniversary of the grant and the remaining 75% in 12 equal quarterly installments, fully vesting on the fourth anniversary; the option expires 08/05/2035. The filing is signed by an attorney-in-fact and does not disclose any cash proceeds or sales.

Tivic Health Systems insider amendment: Michael K. Handley, Chief Operating Officer and director, amended a Form 4 to correct the vesting schedule for an employee stock option granted on 08/06/2025. The option covers 45,000 shares of common stock with an exercise price of $3.32 per share and an expiration date of 08/05/2035. The corrected vesting is 25% on the first anniversary of the grant and the remaining 75% in twelve equal quarterly installments measured from the first anniversary, so that the option is fully vested by the fourth anniversary. The amendment was signed by an attorney-in-fact on 08/22/2025.

Jennifer Ernst, Chief Executive Officer and Director of Tivic Health Systems, Inc. (TIVC), amended a prior Form 4 to correct the vesting schedule for a stock option grant. The amendment shows a grant of an employee stock option to purchase 85,000 shares of common stock at an exercise price of $3.32 with a transaction date of 08/06/2025. The option is exercisable under a corrected vesting schedule: 25% vests on the first anniversary of the grant and the remaining 75% vests in twelve equal quarterly installments so that 100% vests by the fourth anniversary. Following the reported transaction, Ms. Ernst beneficially owns 85,000 underlying shares directly.

Tivic Health Systems, Inc. (TIVC) reports financing and corporate activity for the quarter ended June 30, 2025. The company shows multiple financings: a registered offering that raised gross proceeds of approximately $4.0 million (net ~ $3.3 million) allocated between common stock ($1.4 million) and warrants ($1.9 million); a Tranched Financing structured to raise up to $8.4 million through sales of Series B Preferred Stock and warrants; and an Equity Line of Credit enabling sales of up to 25 million common shares over 24 months. Mast Hill purchased shares under the Purchase Agreement during Q2 2025 (87,558 shares for gross proceeds of $332 thousand, net $311 thousand).

Balance-sheet and cash items disclosed include money market funds of $1.0 million at June 30, 2025 (versus $1.8 million at December 31, 2024), deferred financing costs related to prior offerings, and $500 thousand Neutropenia Milestone Payment paid in company stock and capitalized as licensed technology. The company reports no impairments of long-lived assets for periods presented and describes multiple contractual obligations and milestone arrangements, including a $5.6 million Payoff Amount allocation between Statera and Avenue. The filing contains forward-looking statements and identifies risks and uncertainties affecting future results.

Tivic Health Systems director Zikria Dean was granted a stock option to purchase 7,500 shares of common stock on 08/06/2025 at an exercise price of $3.32. The option vests in four equal quarterly installments, with 100% vesting upon the first anniversary of the grant, and expires on 08/05/2035. Following the reported transaction the reporting person directly beneficially owns 7,500 derivative securities representing the right to acquire 7,500 shares.

This Form 4 reports a non-cash equity award to an insider: the grant establishes the right to purchase common stock at a fixed price and details the vesting timetable and expiration date.

Lisa G. Wolf, Chief Financial Officer of Tivic Health Systems, Inc. (TIVC), was granted 80,000 employee stock options on 08/06/2025. The options have an exercise price of $3.32 and expire on 08/05/2035. The filing shows the options were acquired (reported as an award) and are held directly by the reporting person, with 80,000 derivative securities beneficially owned following the transaction. The grant vests 50% on the first anniversary of the grant and the remaining 50% in twelve equal quarterly installments, such that the award is fully vested on the fourth anniversary.