Tivic Health Systems (TIVC) cancels special shareholder meeting and proposals

Rhea-AI Filing Summary

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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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): March 11, 2026

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41052		81-4016391
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)
47685 Lakeview Blvd.
Fremont, California				94538
(Address of Principal Executive Offices)				(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		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 5.07 Submission of Matters to a Vote of Security Holders.

On February 19, 2026, Tivic Health Systems, Inc. (the “Company”) convened and then adjourned its special meeting of stockholders (the “Special Meeting”) for stockholders to vote on the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2026 and mailed to stockholders on January 9, 2026, as supplemented by the Company’s proxy supplement filed with the SEC on February 9, 2026 and mailed to stockholders on February 18, 2026 (together, the “Proxy Statement”). As of December 29, 2025, the record date for the Special Meeting, there were 2,525,778 shares of common stock issued and outstanding and entitled to vote at the Special Meeting. Stockholders holding less than one-third of the capital stock issued and outstanding and entitled to vote at the Special Meeting were present in person (by virtual attendance) or represented by proxy at the Special Meeting. Because a quorum was not present, pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”), the chairperson of the Special Meeting adjourned the Special Meeting. The Special Meeting was scheduled to reconvene virtually at www.virtualshareholdermeeting.com/TIVC2026SM on March 12, 2026 at 1:00 p.m. Pacific Time (the “Adjourned Meeting”).

Item 8.01 Other Events.

On March 11, 2026, the Board of Directors of the Company adopted a resolution, pursuant to Section 2.16 of the Bylaws, to cancel the Adjourned Meeting. In connection therewith, the Company filed this current report on Form 8-K announcing the cancellation of the Adjourned Meeting and the Company’s withdrawal from consideration by the Company’s stockholders the proposals set forth in the Proxy Statement.

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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.

			TIVIC HEALTH SYSTEMS, INC.
Date:	March 11, 2026	By:	/s/ Michael K. Handley
			Name: Michael K. Handley Title: Chief Executive Officer

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FAQ

What did Tivic Health Systems (TIVC) announce in this 8-K?

Tivic Health Systems announced that its Board canceled a special stockholder meeting scheduled to reconvene on March 12, 2026 and withdrew all proposals that had been presented in the company’s previously distributed proxy statement and supplement.

Why was Tivic Health Systems’ special meeting originally adjourned?

The special meeting on February 19, 2026 was adjourned because stockholders representing less than one-third of the company’s capital stock entitled to vote were present or represented by proxy, meaning a quorum was not achieved under Tivic Health Systems’ bylaws.

How many Tivic Health Systems (TIVC) shares were entitled to vote?

As of the December 29, 2025 record date, 2,525,778 shares of Tivic Health Systems common stock were issued, outstanding, and entitled to vote at the special meeting, forming the base against which the quorum requirement was measured.

When was Tivic Health Systems’ adjourned special meeting supposed to reconvene?

The adjourned special meeting was scheduled to reconvene virtually on March 12, 2026 at 1:00 p.m. Pacific Time, before the Board decided on March 11, 2026 to cancel that reconvened session entirely.

What happened to the proxy proposals for Tivic Health Systems (TIVC)?

All proposals that had been set out in Tivic Health Systems’ definitive proxy statement and proxy supplement were withdrawn from stockholder consideration when the Board canceled the adjourned special meeting on March 11, 2026.

Who authorized canceling the Tivic Health Systems special meeting?

On March 11, 2026, Tivic Health Systems’ Board of Directors adopted a resolution under Section 2.16 of the company’s bylaws to cancel the adjourned special meeting and withdraw the related proxy proposals from stockholder consideration.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB