TIVC Form 4/A Corrects Vesting for 45,000-Share Option to COO

Rhea-AI Filing Summary

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.

Positive

• Corrected reporting improves accuracy of Section 16 disclosures
• Clear vesting schedule specified: 25% after one year, remaining 75% over twelve quarterly installments

Negative

• No information in this filing on potential accounting impact or dilution from the option
• Administrative error required an amendment, indicating prior filing inaccuracy

Insights

Securities Analyst

TL;DR: Amendment clarifies vesting for a 45,000-share option to the COO; transaction is routine disclosure without direct financial results.

The filing is an administrative correction to the originally reported vesting schedule for an employee stock option granted to Michael K. Handley. Key facts: the option covers 45,000 common shares at a $3.32 exercise price, vests 25% after one year with the remainder in twelve equal quarterly installments, and expires 08/05/2035. This is a disclosure and governance matter ensuring accurate Section 16 reporting; it does not itself report cash proceeds or equity transfers. Impact on outstanding shares or compensation expense is not disclosed in this Form 4/A and cannot be determined from the filing alone.

Corporate Governance Expert

TL;DR: The amendment corrects an administrative error; the corrected schedule aligns with a typical multi-year vesting structure.

This Form 4/A explicitly states the corrected vesting cadence: 25% at the one-year anniversary and the remaining 75% over twelve equal quarterly installments, completing vesting at year four. The filing identifies the reporting person as the COO and a director and confirms the amendment was executed by an attorney-in-fact on 08/22/2025. No additional terms, cash payments, or equity issuance quantities beyond the 45,000-option grant are included. The disclosure improves transparency but contains no new material operational or financial information.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Handley Michael K

(Last) (First) (Middle)

47685 LAKEVIEW BOULEVARD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tivic Health Systems, Inc. [ TIVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Purchase)	$3.32	08/06/2025		A		45,000		(1)	08/05/2035	Common Stock	45,000	$0.00	45,000	D

Explanation of Responses:

1. This Amendment No. 1 ("Form 4/A") to the Form 4 filed by the reporting person on August 8, 2025 (the "Original Form 4") is being filed to correct an administrative error, resulting in the incorrect vesting schedule for the stock option being included in the Original Form 4. As reflected in this Form 4/A, the stock option vests as follows: (i) 25% upon the first anniversary of the grant date, and (ii) the remaining 75% in a series of twelve (12) successive equal quarterly installments, rounded downward to the nearest whole share, measured from the first anniversary of the grant date, such that 100% of the stock option will be vested upon the fourth anniversary of the grant date.

	/s/ Jennifer Ernst, attorney-in-fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Michael K. Handley report on the Form 4/A for TIVC?

The Form 4/A corrects the vesting schedule for a 45,000 share employee stock option granted on 08/06/2025 with a $3.32 exercise price and expiration 08/05/2035.

How does the corrected option vest for TIVC COO Michael Handley?

The option vests 25% on the first anniversary of the grant and the remaining 75% in twelve equal quarterly installments thereafter, fully vesting at year four.

When was the amendment to the Form 4 filed and signed?

The amendment was executed by an attorney-in-fact on 08/22/2025; the original transaction date is 08/06/2025.

What is the exercise price and expiration date of the option reported?

The exercise (conversion) price is $3.32 per share and the option expires on 08/05/2035.

Does the Form 4/A disclose cash proceeds or company accounting impact?

No. The filing only amends vesting details; it does not report cash proceeds, grant date fair value, or accounting expense.