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 is calling a virtual special stockholder meeting on February 19, 2026 to vote on four proposals tied to recent financings. Stockholders are being asked to approve, under Nasdaq Listing Rule 5635(d), large potential issuances of common stock upon conversion of Series C preferred stock and related warrants, a senior secured convertible note and warrant held by 3i, and Series B preferred stock and related warrants now held by 3i. As of December 29, 2025, Tivic had 2,525,778 common shares outstanding.
The Series C financing could allow issuance of up to 207,692,305 common shares on conversion of Series C preferred, plus 90,135,297 shares on warrant exercise, which the company states would dilute current holders’ ownership to about 0.59%. The Note could convert into up to 52,093,421 shares at the floor price, plus 4,553,213 warrant shares, and the amended Series B structure lowers the conversion floor to $0.39, increasing potential share issuance. A fourth proposal would permit adjournment of the meeting to solicit more votes. The board unanimously recommends voting “FOR” all proposals.
Tivic Health Systems, Inc. has filed a prospectus supplement covering the potential resale of up to 1,580,437 shares of its common stock. These shares consist of stock issuable to 3i, LP upon conversion of Series B Non-Voting Convertible Preferred Stock and exercise of Investor Warrants related to the Fourth Tranche, plus shares issuable upon exercise of Placement Agent Warrants held by Craft Capital designees. The supplement also reflects the assignment of the original Securities Purchase Agreement from Helena Global Investment Opportunities 1 Ltd. to 3i and an amendment to that agreement.
The document updates the selling stockholder table and notes that, as of December 8, 2025, Tivic had 1,765,952 shares of common stock outstanding. It also explains Beneficial Ownership Limitations that generally cap 3i at 4.9% and certain warrant holders at 4.99% of outstanding shares, with the ability to increase these caps to up to 19.9% or 19.99% after 61 days’ notice.
Tivic Health Systems agreed through its subsidiary Velocity Bioworks to buy substantially all assets of Scorpius Holdings’ CDMO business in an Article 9 auction for $16,253,147.10 in cash, assuming no pre‑closing liabilities. The deal closed on December 10, 2025 and moves manufacturing of Tivic’s Entolimod program in‑house while positioning the company to offer contract development and manufacturing services to other clients.
To fund the purchase, Tivic issued to 3i, LP a senior secured convertible note with a principal amount of $16,253,147.10 and a warrant for up to 4,553,213 common shares at a $2.2310 exercise price, together subject to a 19.99% exchange cap equal to 353,013 shares. Tivic also arranged a Series C Non‑Voting Convertible Preferred Stock program of up to 75,000 shares at $1,000 each, for potential gross proceeds of $75,000,000 in multiple tranches, with 6% cumulative dividends, a $2.2310 fixed conversion price and a variable formula with a $0.39 floor, plus additional warrants. The company terminated a prior $25,000,000 equity purchase agreement with Mast Hill and granted new investors participation rights, financing restrictions and, under certain cash burn conditions, board appointment rights.
Tivic Health Systems, Inc. reported that it secured a Techwatch meeting with the Biomedical Advanced Research and Development Authority’s Radiological and Nuclear Medical Countermeasures Program staff to present clinical data on Entolimod’s effects on radiation-induced injury and acute radiation syndrome.
The company also plans to discuss its progress on manufacturing readiness and preparations for a biologics license application, as described in a press release furnished as an exhibit. The report emphasizes that these plans and expectations are forward-looking and subject to significant risks and uncertainties that could cause actual results to differ materially.
Tivic Health Systems (TIVC) filed an 8-K announcing it issued a press release reporting findings from its Clinical Optimization Study for its non-invasive vagus nerve stimulation device. The press release is furnished as Exhibit 99.1 and incorporated by reference.
The filing includes customary forward-looking statements language, noting risks and uncertainties that could cause actual results to differ from expectations.
Tivic Health Systems (TIVC) filed a 424(b)(3) prospectus covering the resale of up to 1,580,437 shares of common stock by selling stockholders. The registered shares comprise up to 1,352,395 shares issuable upon conversion of Fourth Tranche Series B Non‑Voting Convertible Preferred (based on the $1.294 Floor Price), up to 195,793 shares issuable upon exercise of Investor Warrants, and up to 32,249 shares issuable upon exercise of Placement Agent Warrants.
The company is not selling shares in this prospectus and will not receive proceeds from shareholder resales; it would receive cash only upon any warrant exercises. Sales may occur via market or private transactions, including short sales after the registration statement is declared effective. Beneficial ownership is capped at 4.9% (Helena) or 4.99% (placement agent holders), adjustable up to 19.9%/19.99% with 61 days’ notice. Shares of common stock are listed on Nasdaq as “TIVC,” with a last reported price of $2.99 on October 15, 2025.
Shares outstanding were 1,695,732 as of October 15, 2025; this is a baseline figure, not the amount being offered.
Tivic Health Systems (TIVC) filed an S-3 resale registration covering up to 1,580,437 shares of common stock. The registered shares consist of up to 1,352,395 shares issuable upon conversion of Series B Non‑Voting Convertible Preferred from the fourth tranche, 195,793 shares issuable upon exercise of related Investor Warrants, and 32,249 shares issuable upon exercise of Placement Agent Warrants.
The company is not selling shares in this filing and will not receive proceeds from any resale by the selling stockholders. Tivic would receive cash only if warrants are exercised, at which point the exercise price would be paid to the company. Shares may be sold by the holders on Nasdaq or in private transactions at market or negotiated prices.
Shares of TIVC trade on the Nasdaq Capital Market; the last reported sale price was $2.99 per share on October 15, 2025. As context, shares outstanding were 1,695,732 as of October 15, 2025.
Tivic Health Systems entered into a new executive employment agreement with CEO Jennifer Ernst, replacing her 2021 offer letter. The agreement sets a base salary of 325,000 per annum, with an annual end-of-year incentive bonus of up to 50% of base salary at the Board’s discretion, and eligibility for annual focal equity grants under the Amended and Restated 2021 Equity Incentive Plan.
Employment is at will. If she resigns without good reason, is terminated for cause, or upon death or disability, no separation benefits apply and no bonus is payable if not employed through December 31. If she terminates for good reason or is terminated without cause, she is entitled to severance equal to 1/12 of base salary for twelve months, Company-paid COBRA coverage for twelve months, and continued vesting of unvested equity awards for twelve months.
Jennifer Ernst, who is listed as both Chief Executive Officer and a director of Tivic Health Systems, Inc. (TIVC), reported a non-derivative acquisition of 22,541 shares of common stock with a reported price of $0, resulting in total beneficial ownership of 23,247 shares after the transaction. The filing indicates the report was made by a single reporting person and reflects an insider equity grant or transfer rather than a market purchase.