Welcome to our dedicated page for Tivic Health Systems SEC filings (Ticker: TIVC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Valion Bio, formerly Tivic Health Systems, files SEC reports that document its biopharmaceutical transformation, Nasdaq-listed common stock, governance matters, and material corporate events. Recent 8-K filings cover the completed corporate name change and VBIO ticker, executive appointments, annual results disclosure, Nasdaq listing compliance matters, and material agreements involving Velocity Bioworks.
The company’s proxy materials describe annual meeting proposals, director elections, equity incentive plan matters, and stockholder voting mechanics. Registration statements and periodic disclosures address securities offerings, emerging-growth and smaller-reporting-company status, capital structure, risk factors, Entolimod and Entolasta development, and the CDMO operations of Velocity Bioworks.
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.
Tivic Health Systems, Inc. announced a leadership transition, appointing Michael K. Handley as Chief Executive Officer and a member of the board of directors, effective immediately. Handley, a life sciences executive with more than two decades of commercialization and regulatory experience, has been the company’s Chief Operating Officer and President of Tivic Biopharma since February 2025.
Jennifer Ernst resigned as Chief Executive Officer effective March 2, 2026 and will step down from the board on March 5, 2026. Under a Separation Agreement, she will receive an aggregate cash payment of $325,000 over a 12‑month severance period, continued COBRA coverage during that period, continued vesting of her unvested equity awards over the severance period, and $50,000 in restricted common stock, subject to shareholder approval. The company emphasized that her resignation was not due to any dispute or disagreement regarding operations, policies or practices.
Tivic Health Systems, Inc. reporting persons 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow disclose beneficial ownership positions tied to convertible instruments and warrants that are subject to a 9.99% ownership blocker.
Based on 2,535,509 shares outstanding as of February 5, 2026, the filing reports 3i beneficially owns 276,187 shares (including 47,055 directly held shares and an aggregate 229,132 issuable upon exercise/conversion subject to the blocker) and Tumim beneficially owns 229,132 shares. The filing states that 3i delivered a notice on February 20, 2026 to increase the Blockers from 4.99% to 9.99%, effective 61 days thereafter.
Tivic Health Systems filed an amended Form 8-K to add audited financial statements for Scorpius Holdings and unaudited pro forma results related to its December 2025 asset acquisition through subsidiary Velocity Bioworks. Scorpius generated $6.24 million of 2024 revenue but reported a net loss attributable to Scorpius of $32.8 million and an accumulated deficit of $287.2 million.
Scorpius ended 2024 with cash and cash equivalents of $1.03 million and total assets of $39.2 million against total liabilities of $37.5 million, including $16.0 million of related-party convertible promissory notes and a warrant liability of $2.10 million. Its auditors highlighted recurring losses and limited cash as raising substantial doubt about Scorpius’s ability to continue as a going concern.
Tivic Health Systems, Inc. Chief Operating Officer Michael K. Handley reported the exercise or conversion of derivative securities into common stock. On February 18, 2026, he acquired 8,824 Restricted Stock Units and an associated 8,824 shares of Common Stock at a price of $0.00 per share. Following these transactions, he directly held 26,471 Restricted Stock Units and 8,824 shares of Common Stock. Each Restricted Stock Unit is convertible into one share of Common Stock, and the units vest over four years with an initial vesting after the first year, then in twelve equal quarterly installments.
Tivic Health Systems, Inc. entered a common stock purchase agreement that allows it, at its discretion, to sell up to $50,000,000 of newly issued common stock to Tumim Stone Capital over a period tied to the effectiveness of a resale registration statement.
Sales are priced at 97% of the daily VWAP for a one-day valuation or 95% of the lowest VWAP over a three-day period, subject to volume limits. Issuances are capped at 506,848 shares, representing 19.99% of shares outstanding before the agreement, unless stockholders approve a waiver or a minimum price condition is met.
As a commitment fee, Tumim received pre-funded warrants to acquire 437,012 shares at an exercise price of $0.0001 per share, exercisable immediately with beneficial ownership capped at 4.99% or, at Tumim’s election, 9.99% of outstanding common stock.
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.
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.
Tivic Health Systems, Inc. filed a current report to note that it has made a corporate presentation available to investors on its website as of January 20, 2026. The presentation, dated January 2026, is included as Exhibit 99.1 and is provided under Regulation FD, which is intended to ensure fair public disclosure of material information.
The company explains that this investor presentation and the related disclosure are being "furnished" rather than "filed," meaning they are not subject to certain legal liabilities under the Securities Exchange Act and will not be automatically incorporated into other securities filings unless specifically referenced. The report also includes standard cautionary language about forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties described in Tivic Health’s filings with the SEC.