Tivic Health Systems Inc SEC Filings

Tivic Health Systems, Inc. (TIVC) reports financing and corporate activity for the quarter ended June 30, 2025. The company shows multiple financings: a registered offering that raised gross proceeds of approximately $4.0 million (net ~ $3.3 million) allocated between common stock ($1.4 million) and warrants ($1.9 million); a Tranched Financing structured to raise up to $8.4 million through sales of Series B Preferred Stock and warrants; and an Equity Line of Credit enabling sales of up to 25 million common shares over 24 months. Mast Hill purchased shares under the Purchase Agreement during Q2 2025 (87,558 shares for gross proceeds of $332 thousand, net $311 thousand).

Balance-sheet and cash items disclosed include money market funds of $1.0 million at June 30, 2025 (versus $1.8 million at December 31, 2024), deferred financing costs related to prior offerings, and $500 thousand Neutropenia Milestone Payment paid in company stock and capitalized as licensed technology. The company reports no impairments of long-lived assets for periods presented and describes multiple contractual obligations and milestone arrangements, including a $5.6 million Payoff Amount allocation between Statera and Avenue. The filing contains forward-looking statements and identifies risks and uncertainties affecting future results.

Tivic Health Systems director Zikria Dean was granted a stock option to purchase 7,500 shares of common stock on 08/06/2025 at an exercise price of $3.32. The option vests in four equal quarterly installments, with 100% vesting upon the first anniversary of the grant, and expires on 08/05/2035. Following the reported transaction the reporting person directly beneficially owns 7,500 derivative securities representing the right to acquire 7,500 shares.

This Form 4 reports a non-cash equity award to an insider: the grant establishes the right to purchase common stock at a fixed price and details the vesting timetable and expiration date.

Lisa G. Wolf, Chief Financial Officer of Tivic Health Systems, Inc. (TIVC), was granted 80,000 employee stock options on 08/06/2025. The options have an exercise price of $3.32 and expire on 08/05/2035. The filing shows the options were acquired (reported as an award) and are held directly by the reporting person, with 80,000 derivative securities beneficially owned following the transaction. The grant vests 50% on the first anniversary of the grant and the remaining 50% in twelve equal quarterly installments, such that the award is fully vested on the fourth anniversary.

Christina Rizopoulos, a director of Tivic Health Systems, Inc. (TIVC), was granted a stock option to purchase 7,500 shares of common stock with an exercise price of $3.32 per share, recorded with a transaction date of 08/06/2025. The filing shows 7,500 derivative securities beneficially owned following the grant.

The option vests in a series of four successive equal quarterly installments, rounded downward to the nearest whole share, such that the award is 100% vested upon the first anniversary of the grant date, and the option carries an expiration date of 08/05/2035. The grant ties director compensation to future share performance while establishing a roughly ten-year exercise window.

Michael K. Handley, Chief Operating Officer of Tivic Health Systems (TIVC), received an equity award. The Form 4 reports an employee stock option to purchase 45,000 shares of common stock with an exercise price of $3.32. The option was granted on 08/06/2025, is exercisable according to the stated vesting schedule and shows 45,000 underlying shares held directly after the grant. The option expires on 08/05/2035 and vests 50% on the first anniversary, with the remaining 50% in twelve equal quarterly installments so the award fully vests by year four.

Jennifer Ernst, who serves as Chief Executive Officer and a director of Tivic Health Systems, Inc. (TIVC), received a grant of 85,000 employee stock options with an exercise price of $3.32. The options vest 50% on the first anniversary of the grant and the remaining 50% in twelve equal quarterly installments, so the award is fully vested by the fourth anniversary. The grant is held directly and the instrument lists an expiration date of 08/05/2035, providing roughly a ten-year term to exercise. This filing reports the occurrence and material vesting terms of the award but does not disclose market-price context, tax treatment, or any performance-based conditions.

Sheryle Bolton, a director of Tivic Health Systems, Inc. (TIVC), was granted a stock option on 08/06/2025 to purchase 12,500 shares of common stock at an exercise price of $3.32 per share. The option is held directly and covers 12,500 underlying shares. The option expires on 08/05/2035.

The grant vests in four equal quarterly installments (rounded down) measured from the grant date, with 100% vesting upon the first anniversary of the grant. The form was signed by an attorney-in-fact on behalf of the reporting person.

Tivic Health Systems filed a Form S-3 shelf registration to register up to 400,044 shares of common stock for resale by selling stockholders tied to licensing transactions with Statera Biopharma and Avenue. Tivic markets an FDA-approved OTC device, ClearUP, and is developing a non-invasive cervical vagus nerve stimulation program (ncVNS) with clinical validation showing a 97% increase in a heart rate variability proxy, 24% rise in frontal theta power, a 66% reduction in frontal gamma power and a 9.5% pupil diameter reduction in initial studies.

The company acquired exclusive rights to the late-stage TLR5 agonist Entolimod (Fast Track and Orphan Drug designations) for ARS under license agreements requiring a total initial license fee of $1.5 million (paid $300,000 cash and $1.2 million in stock) and future milestone and royalty obligations (ARS development milestones totaling $1.75 million and up to $6.5 million for additional indications). An amended agreement routes 80% of subsequent payments to Avenue until a payoff amount up to $5.6 million is satisfied. A reverse 1-for-17 stock split took effect March 7, 2025, and the company reported its common stock at $3.38 on August 5, 2025. The registration states the company will not receive proceeds from resale and notes an auditor report containing an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.