Tivic Health Systems Inc SEC Filings

Tivic Health Systems (TIVC) filed an 8-K announcing it issued a press release reporting findings from its Clinical Optimization Study for its non-invasive vagus nerve stimulation device. The press release is furnished as Exhibit 99.1 and incorporated by reference.

The filing includes customary forward-looking statements language, noting risks and uncertainties that could cause actual results to differ from expectations.

Tivic Health Systems (TIVC) filed a 424(b)(3) prospectus covering the resale of up to 1,580,437 shares of common stock by selling stockholders. The registered shares comprise up to 1,352,395 shares issuable upon conversion of Fourth Tranche Series B Non‑Voting Convertible Preferred (based on the $1.294 Floor Price), up to 195,793 shares issuable upon exercise of Investor Warrants, and up to 32,249 shares issuable upon exercise of Placement Agent Warrants.

The company is not selling shares in this prospectus and will not receive proceeds from shareholder resales; it would receive cash only upon any warrant exercises. Sales may occur via market or private transactions, including short sales after the registration statement is declared effective. Beneficial ownership is capped at 4.9% (Helena) or 4.99% (placement agent holders), adjustable up to 19.9%/19.99% with 61 days’ notice. Shares of common stock are listed on Nasdaq as “TIVC,” with a last reported price of $2.99 on October 15, 2025.

Shares outstanding were 1,695,732 as of October 15, 2025; this is a baseline figure, not the amount being offered.

Tivic Health Systems (TIVC) filed an S-3 resale registration covering up to 1,580,437 shares of common stock. The registered shares consist of up to 1,352,395 shares issuable upon conversion of Series B Non‑Voting Convertible Preferred from the fourth tranche, 195,793 shares issuable upon exercise of related Investor Warrants, and 32,249 shares issuable upon exercise of Placement Agent Warrants.

The company is not selling shares in this filing and will not receive proceeds from any resale by the selling stockholders. Tivic would receive cash only if warrants are exercised, at which point the exercise price would be paid to the company. Shares may be sold by the holders on Nasdaq or in private transactions at market or negotiated prices.

Shares of TIVC trade on the Nasdaq Capital Market; the last reported sale price was $2.99 per share on October 15, 2025. As context, shares outstanding were 1,695,732 as of October 15, 2025.

Tivic Health Systems entered into a new executive employment agreement with CEO Jennifer Ernst, replacing her 2021 offer letter. The agreement sets a base salary of 325,000 per annum, with an annual end-of-year incentive bonus of up to 50% of base salary at the Board’s discretion, and eligibility for annual focal equity grants under the Amended and Restated 2021 Equity Incentive Plan.

Employment is at will. If she resigns without good reason, is terminated for cause, or upon death or disability, no separation benefits apply and no bonus is payable if not employed through December 31. If she terminates for good reason or is terminated without cause, she is entitled to severance equal to 1/12 of base salary for twelve months, Company-paid COBRA coverage for twelve months, and continued vesting of unvested equity awards for twelve months.

Jennifer Ernst, who is listed as both Chief Executive Officer and a director of Tivic Health Systems, Inc. (TIVC), reported a non-derivative acquisition of 22,541 shares of common stock with a reported price of $0, resulting in total beneficial ownership of 23,247 shares after the transaction. The filing indicates the report was made by a single reporting person and reflects an insider equity grant or transfer rather than a market purchase.

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.