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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2025
Tivic Health Systems, Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
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001-41052 |
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81-4016391 |
| (State or Other Jurisdiction |
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(Commission File Number) |
|
(IRS Employer |
| of Incorporation) |
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|
Identification No.) |
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| 47685 Lakeview Blvd. |
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| Fremont, California |
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94538 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
| Registrant’s Telephone Number, Including Area Code: 888 276-6888 |
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
TIVC |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On November 13, 2025, Tivic Health Systems, Inc.
(the “Company”) issued a press release reporting finding of the Clinical Optimization Study for its non-invasive vagus nerve
stimulation device. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current
Report”) and is incorporated by reference herein.
Forward-Looking Statements
This Current Report, including Exhibit 99.1 attached
hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,”
“expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to
us or our management, are intended to identify such forward-looking statements.
Forward-looking statements in this Current Report,
including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange
Commission (the “Commission”), reports to the stockholders of the Company and other publicly available statements issued or
released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial
or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied
by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions
and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents
filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained
herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
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Description |
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| 99.1 |
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Press Release of Tivic Health Systems, Inc., dated November 13, 2025. |
| 104 |
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Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TIVIC HEALTH SYSTEMS, INC. |
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| Date: |
November 13, 2025 |
By: |
/s/ Jennifer Ernst |
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Name: Jennifer Ernst
Title: Chief Executive Officer |
