3i Group and Affiliates Disclose 9.99% Holdings

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.

Accepted by SEC EDGAR 02/27/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

Notice increases exercise/conversion caps to 9.99%, shaping potential dilution and voting grouping.

The filing states that 3i delivered a notice on February 20, 2026 to increase the Blockers in the Warrants, Pre-Funded Warrants, the Note and the Series B and C Certificates of Designation from 4.99% to 9.99%, effective 61 days thereafter. The disclosure ties beneficial ownership calculations to 2,535,509 shares outstanding as of February 5, 2026.

Execution depends on the Blocker mechanics: the filing limits exercises/conversions so holdings cannot exceed 9.99% post‑conversion. Subsequent filings or exercises will disclose actual issuances and any change in voting power.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake do 3i and affiliates report in Tivic Health (TIVC)?

3i reports beneficial ownership of 276,187 shares; Tumim reports 229,132 shares. These figures are based on 2,535,509 shares outstanding as of February 5, 2026 and reflect issuable shares subject to the blocker.

Why do the reported share counts include issuable shares?

Reported counts include shares issuable upon exercises of warrants and conversions of convertible instruments. The filing explains these exercises/conversions are subject to a 9.99% beneficial ownership limitation (a "Blocker").

When does the increased Blocker to 9.99% take effect?

The filing states 3i delivered notice on February 20, 2026 to increase the Blockers from 4.99% to 9.99%, and that change is effective 61 days thereafter per the disclosure in Item 4.

Does Mr. Maier Joshua Tarlow directly own the reported shares?

No. The filing says Mr. Tarlow does not directly own the Shares; he is manager of 3i Management and may be deemed to beneficially own the Shares under Rule 13d-3 because of managerial powers over the entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Tivic Health Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

888705308

(CUSIP Number)

02/21/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 888705308

1

Names of Reporting Persons

3i, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 276,187.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 276,187.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

276,187.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: As more fully described in Item 4 of this statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage are based on 2,535,509 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding as of February 5, 2026, as disclosed in the issuer's Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on February 9, 2026 (the ''Proxy Statement''). Beneficial ownership consists of 47,055 shares of Common Stock directly held by the reporting person and 229,132 shares of Common Stock issuable in any combination upon any (i) exercises of certain common stock purchase warrants (the ''Warrants'') held directly by the reporting person, which exercises are subject to a 9.99% beneficial ownership limitation provision (a ''Blocker''), (ii) conversions of a senior secured convertible note in the principal aggregate amount of approximately $16.3 million (the ''Note'') held directly by the reporting person, which conversions are subject to a Blocker, (iii) conversions of shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Series B Preferred Stock'') directly held by the reporting person, which conversions are subject to a Blocker, and (iv) conversions of shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Series C Preferred Stock'') directly held by the reporting person, which conversions are subject to a Blocker.

SCHEDULE 13G

CUSIP No. 888705308

1

Names of Reporting Persons

Tumim Stone Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 229,132.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 229,132.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

229,132.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 2,535,509 shares of Common Stock outstanding as of February 5, 2026, as disclosed in the Proxy Statement. Beneficial ownership consists of 229,132 shares of Common Stock issuable upon any exercises of pre-funded common stock purchase warrants (''Pre-Funded Warrants'') held directly by the reporting person, which exercises are in each case subject to a Blocker.

SCHEDULE 13G

CUSIP No. 888705308

1

Names of Reporting Persons

3i Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 276,187.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 276,187.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

276,187.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 2,535,509 shares of Common Stock outstanding as of February 5, 2026, as disclosed in the Proxy Statement. Beneficial ownership consists of 47,055 shares of Common Stock indirectly held by the reporting person and 229,132 shares of Common Stock issuable in any combination upon any (i) exercises of the Warrants and Pre-Funded Warrants held indirectly by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.

SCHEDULE 13G

CUSIP No. 888705308

1

Names of Reporting Persons

Maier Joshua Tarlow

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 276,187.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 276,187.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

276,187.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 2,535,509 shares of Common Stock outstanding as of February 5, 2026, as disclosed in the Proxy Statement. Beneficial ownership consists of 47,055 shares of Common Stock indirectly held by the reporting person and 229,132 shares of Common Stock issuable in any combination upon any (i) exercises of the Warrants and Pre-Funded Warrants held indirectly by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tivic Health Systems, Inc.
(b)	Address of issuer's principal executive offices: 47685 Lakeview Boulevard, Fremont, CA 94538
Item 2.
(a)	Name of person filing: (i) 3i, LP, a Delaware limited partnership ("3i"); (ii) Tumim Stone Capital LLC, a Delaware limited liability company ("Tumim"); (iii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iv) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)	Citizenship: 3i is a Delaware limited partnership. Tumim is a Delaware limited liability company. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 888705308
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages disclosed on such cover pages as of the date of this Schedule 13G are based on 2,535,509 shares of Common Stock outstanding as of February 5, 2026, as disclosed in the Proxy Statement. The Reporting Persons are filing this Schedule 13G as a result of 3i's delivery of a notice to the issuer on February 20, 2026, effective 61 days thereafter, to increase the Blockers in the Warrants, the Pre-Funded Warrants, the Note, the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the "Series B Certificate of Designation") and the Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock (the "Series C Certificate of Designation") from 4.99% to 9.99%. As of the date of this Schedule 13G, 3i holds (i) 47,055 shares of Common Stock, (ii) Warrants exercisable for up to 6,515,464 shares of Common Stock, which exercises are subject to a Blocker, (iii) the Note in the principal aggregate amount of approximately $16.3 million, which conversions are subject to a Blocker, (iv) 2,155 shares of Series B Preferred Stock, which conversions are subject to a Blocker, and (v) 6,000 shares of Series C Preferred Stock, which conversions are subject to a Blocker. As of the date of this Schedule 13G, Tumim holds Pre-Funded Warrants exercisable for up to 437,012 shares of Common Stock. Due to the interaction between the Blockers in each of the Warrants, the Note, the Series B Certificate of Designation and the Series C Certificate of Designation, 3i may exercise the Warrants for and/or convert the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred stock into, in any combination, an aggregate of 229,132 shares of Common Stock as a result of the triggering of the applicable Blockers, each of which prohibits 3i from exercising the Warrants for, or converting the Note, the shares of Series B Preferred Stock and the shares of Series C Preferred Stock into, shares of Common Stock if, as a result of such exercise or conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise or conversion. Tumim beneficially owns an aggregate of 229,132 shares of Common Stock as a result of 3i's ownership of 47,055 shares of Common Stock and the triggering of the 9.99% Blocker contained in the Pre-Funded Warrants, which prohibits Tumim from exercising the Pre-Funded Warrants for shares of Common Stock if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise. Consequently, 3i beneficially owns 276,187 shares of Common Stock (the "3i Shares") and Tumim beneficially owns 229,132 shares of Common Stock (the "Tumim Shares", and collectively with the 3i Shares, the "Shares"). 3i is the beneficial owner of the 3i Shares and has the power to dispose of and the power to vote the 3i Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of 3i. Tumim is the beneficial owner of the Tumim Shares and has the power to dispose of and the power to vote the Tumim Shares beneficially owned by it, which power may be exercised by 3i Management, the manager and general partner of Tumim. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i, Tumim and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i, Tumim and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i and Tumim.
(b)	Percent of class: (A) 3i: 9.99% (B) Tumim: 9.99% (C) 3i Management: 9.99% (D) Mr. Tarlow: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (A) 3i: 0.00 (B) Tumim: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00
	(ii) Shared power to vote or to direct the vote: (A) 3i: 276,187.00 (B) Tumim: 229,132.00 (C) 3i Management: 276,187.00 (D) Mr. Tarlow: 276,187.00
	(iii) Sole power to dispose or to direct the disposition of: (A) 3i: 0.00 (B) Tumim: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00
	(iv) Shared power to dispose or to direct the disposition of: (A) 3i: 276,187.00 (B) Tumim: 229,132.00 (C) 3i Management: 276,187.00 (D) Mr. Tarlow: 276,187.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 1 filed herewith.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3i, LP

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:	02/27/2026

Tumim Stone Capital LLC

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow, Manager of 3i Management LLC, Manager of Tumim Stone Capital LLC
Date:	02/27/2026

3i Management LLC

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow, Manager
Date:	02/27/2026

Maier Joshua Tarlow

Signature:	/s/ Maier Joshua Tarlow
Name/Title:	Maier Joshua Tarlow
Date:	02/27/2026

Comments accompanying signature: Exhibit 1

Exhibit Information

Joint Filing Agreement