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Tivic Health Systems, Inc. 424B Filings

TIVC NASDAQ

Every 424B that Tivic Health Systems, Inc. (TIVC) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow TIVC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TIVC filings page.

Rhea-AI Summary

Tivic Health Systems, Inc. is registering for resale up to 956,222 shares of its common stock held by Tumim Stone Capital, LLC, consisting of 519,210 shares issuable under a Common Stock Purchase Agreement and 437,012 shares issuable upon exercise of a pre-funded warrant. The company will not receive proceeds from Tumim’s resale, though it may receive proceeds if it elects to sell shares to Tumim under the Purchase Agreement—the Purchase Agreement provides for up to $50.0 million of purchases over a 24-month commitment period, subject to an Exchange Cap, VWAP-based pricing formulas, and a beneficial ownership blocker (initially 4.99%, elected to 9.99%). Shares outstanding used in this prospectus: 2,877,926 prior and 3,834,148 after the assumed issuance described herein.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Tivic Health Systems, Inc. has filed a prospectus supplement covering the potential resale of up to 1,580,437 shares of its common stock. These shares consist of stock issuable to 3i, LP upon conversion of Series B Non-Voting Convertible Preferred Stock and exercise of Investor Warrants related to the Fourth Tranche, plus shares issuable upon exercise of Placement Agent Warrants held by Craft Capital designees. The supplement also reflects the assignment of the original Securities Purchase Agreement from Helena Global Investment Opportunities 1 Ltd. to 3i and an amendment to that agreement.

The document updates the selling stockholder table and notes that, as of December 8, 2025, Tivic had 1,765,952 shares of common stock outstanding. It also explains Beneficial Ownership Limitations that generally cap 3i at 4.9% and certain warrant holders at 4.99% of outstanding shares, with the ability to increase these caps to up to 19.9% or 19.99% after 61 days’ notice.

Rhea-AI Summary

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.