TIVC Tivic Health Systems Inc

 

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

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 04, 2025

 

 

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-41052	81-4016391
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
47685 Lakeview Blvd.
Fremont, California				94538
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 888 276-6888

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TIVC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of Tivic Health Systems, Inc., a Delaware corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-17 (the “Reverse Split”). The Company anticipates that the Reverse Split will become effective on March 7, 2025 (the “Effective Date”).

Reason for the Reverse Split

The Company is effecting the Reverse Split in order to regain compliance with the $1.00 minimum bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).

As previously disclosed in that Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 3, 2024, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on June 28, 2024, notifying the Company that, because the closing bid price of the Company’s Common Stock was below $1.00 per share for 30 consecutive trading days, the Company was not currently in compliance with the Minimum Bid Price Requirement. In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until December 26, 2024, to regain compliance with the Rule.

As further disclosed in that Current Report on Form 8-K filed by the Company with the Commission on January 3, 2025, the Company received an additional letter from Nasdaq on December 27, 2024, notifying the Company that it had not regained compliance with Nasdaq Listing Rule 5550(a)(2) on or before December 26, 2024, the deadline for doing so, and that it was not eligible for a second 180-day remediation period due to the fact that the Company did not comply with the $4,000,000/$5,000,000 minimum stockholders’ equity requirement for initial listing on Nasdaq. The notice further provided that unless the Company timely requested a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. On January 3, 2025, the Company timely submitted a request for a hearing before the Nasdaq hearings panel, which was granted. The hearing was held on February 18, 2025, and the Company is awaiting a decision from the Panel.

By effecting the Reverse Split, the Company expects that the closing bid price of the Common Stock will increase above the $1.00 per share requirement to regain compliance with the Minimum Bid Price Requirement. Although no assurances can be provided, the Company believes that the Reverse Split will enable the Company to maintain its Nasdaq listing.

Effects of the Reverse Split

Effective Date; Symbol; CUSIP Number.

The Reverse Split will become effective as of 12:01 a.m. Eastern Time on the Effective Date, and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 888705308. The trading symbol for the Company, “TIVC,” will remain unchanged.

Split Adjustment; Treatment of Fractional Shares.

On the Effective Date, the total number of issued and outstanding shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by seventeen (17). No fractional shares will be issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. Instead, any fractional shares of Common Stock resulting from the Reverse Split will be rounded up to the nearest whole share of Common Stock.

Also on the Effective Date, all preferred stock, options, warrants and other convertible securities of the Company outstanding, as well as the number of shares reserved under the Company’s amended and restated 2021 equity incentive plan, as amended, in each case immediately prior to the Reverse Split, will be adjusted by dividing the number of shares of Common Stock into which such shares of preferred stock, options, warrants and other convertible securities are exercisable or convertible by seventeen (17) and multiplying the exercise or conversion price thereof by seventeen (17), all in accordance with the terms of the plans, agreements or arrangements governing such securities and subject to rounding.

Certificated and Non-Certificated Shares.

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Equiniti Trust Company, LLC, the Company’s transfer agent, is acting as exchange agent for the Reverse Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-Reverse Split shares. Stockholders owning shares of Common Stock via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Split.

Delaware State Filing.

On March 4, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Delaware, pursuant to which, effective March 7, 2025, the Reverse Split will be effected. A copy of the Charter Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Capitalization.

As a result of the Reverse Split, each seventeen (17) issued and outstanding shares of Common Stock will be combined into one (1) share of Common Stock. The number of shares of Company Common Stock and preferred stock authorized for issuance under the Company’s Amended and Restated Certificate of Incorporation, as amended, will remain unchanged. The Reverse Split will not change the par value of the Company’s Common Stock or preferred stock.

Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain materially unchanged, except for changes and adjustments that result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.

The above description of the Charter Amendment and the Reverse Split is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 5, 2025, the Company issued a press release announcing the Reverse Split. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements may include, but are not limited to, statements related to the effectiveness of the Certificate of Amendment, the Reverse Split and trading on Nasdaq on a post-reverse split adjusted basis, the effects of the Reverse Split (including on the stock price of the Company’s Common Stock and dilution that may result from the rounding up of fractional shares in connection with the Reverse Split), the Company’s ability to regain compliance with Nasdaq’s Minimum Bid Price Requirement, the Company’s ability to maintain the listing of its Common Stock on Nasdaq, as well as statements, other than historical facts, that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in other documents filed with the Commission, including in the Company’s including most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein.

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Item 9.01 Financial Statements and Exhibits.

	(d)	Exhibits.

Exhibit		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed March 4, 2025 (effective March 7, 2025).
99.1		Press Release, dated March 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TIVIC HEALTH SYSTEMS, INC.
Date:	March 5, 2025	By:	/s/ Jennifer Ernst
			Name: Jennifer Ernst Title: Chief Executive Officer

 

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TIVIC HEALTH SYSTEMS, INC.

 

TIVIC HEALTH SYSTEMS, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

 

1. The name of the Corporation is Tivic Health Systems, Inc. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 7, 2021, amended on August 31, 2021, amended and restated on November 12, 2021 and amended on August 21, 2023 (as amended and restated, the “Certificate of Incorporation”).

 

2. Section A of Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Section A of Article FOURTH:

 

“At the effective time of this Certificate of Amendment, each seventeen (17) issued and outstanding shares of Common Stock of the Corporation shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock of the Corporation, provided that in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock of the Corporation pursuant to the provisions of this Section A of Article FOURTH, such stockholder shall receive one whole share of Common Stock of the Corporation in lieu of such fractional share and no fractional shares shall be issued.”

 

3. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Corporation.

 

4. This Certificate of Amendment shall become effective at 12:01 a.m. Eastern Time on March 7, 2025.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 4th day of March, 2025.

TIVIC HEALTH SYSTEMS, INC.

By:

/s/ Lisa Wolf

Name: Lisa Wolf

Title: Interim Chief Financial Officer

 

 

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Exhibit 99.1

 

 

 

Tivic Health Systems, Inc. Announces Reverse Stock Split

 

FREMONT, Calif.– March 5, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC) (“Tivic Health” or the “Company), a diversified therapeutics company, announced today that its Board of Directors has declared a 1-for-17 reverse stock split of the Company’s issued and outstanding shares of common stock. The purpose of the reverse stock split is to bring the Company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market (“Nasdaq”), and is part of the Company’s Compliance Plan, as presented to Nasdaq on February 18, 2025.

 

The reverse stock split was approved by the stockholders of the Company at a special meeting of the Company held on January 31, 2025. The reverse stock split will become effective on March 7, 2025 (the “Effective Date”) at 12:01 AM Eastern Time. The Company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on March 7, 2025, under the current Nasdaq trading symbol “TIVC.”

 

The new CUSIP for the Company’s common stock following the reverse split will be 888705308.

 

As a result of the reverse stock split, every 17 shares of the Company’s common stock issued and outstanding or held by the Company as treasury stock on the Effective Date will be automatically reclassified into one new share of Company common stock. Proportionate adjustments will be made to the conversion and exercise prices and the number of shares underlying the Company’s preferred stock, outstanding warrants, equity awards and options, and the number of shares reserved under the Company’s amended and restated 2021 equity incentive plan.

 

The reverse stock split will not affect the number of shares of preferred stock issued and outstanding, the number of shares of common stock or preferred stock authorized for issuance under the Company’s charter or the par value of the Company’s common stock or preferred stock.

 

Each stockholder’s percentage ownership interest in the Company and proportional voting power will remain materially unchanged, except for changes and adjustments that result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the reverse stock split.

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No fractional shares will be issued as a result of the reverse stock split. Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the nearest whole share and no stockholders will receive cash in lieu of fractional shares. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company, except to the extent that the reverse stock split would result in a stockholder owning more common shares as a result of the rounding up to the next whole share for each fractional share.

 

The Company’s transfer agent, Equiniti Trust Company (“Equiniti”), is acting as the exchange agent for the reverse stock split. Stockholders who hold their shares in book-entry form or through a bank, broker, or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Equiniti regarding their common stock ownership post-reverse stock split.

 

As previously announced, in December 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that the Staff has determined to delist the Company’s common stock from Nasdaq because the Company did not regain compliance with the minimum bid price requirement on or before December 26, 2024, the deadline for doing so, and did not comply with the minimum $4,000,000/$5,000,000 stockholders’ equity requirement for initial listing on The Nasdaq Capital Market. The Company appealed the determination, and a hearing was held on February 18, 2025. Although no guarantees can be offered, the Company believes that this reverse stock split will allow it to regain compliance with the Nasdaq continued listing requirements and will enable the Company to maintain its Nasdaq listing.

 

Additional information about the reverse stock split and Tivic Health can be accessed and viewed at the SEC’s website, www.sec.gov, and at the Company’s website, https://tivichealth.com.

 

About Tivic Health

 

Tivic Health is a diversified therapeutics company harnessing the power of the immune and autonomic nervous systems to fight disease and restore health. Tivic Health’s bioelectronic division is developing non-invasive medical devices that personalize key stimulation parameters for the vagus nerve to deliver meaningfully improved effects on measures of the autonomous nervous system compared to current treatments, which are often invasive, ineffective or both. Tivic Health’s biopharma division’s lead product candidate is the TLR5 agonist, Entolimod™, which is in late-stage studies to treat acute radiation syndrome. The FDA has granted Fast Track and Orphan Drug designation to Entolimod™.

 

Tivic Health already has an FDA-approved over-the-counter device, ClearUP™ that treats sinus pain and pressure and is available through online retailers and commercial distributors. For more information about Tivic Health, visit: https://ir.tivichealth.com.

 

Forward-Looking Statements

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This press release may contain "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Tivic Health’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: Nasdaq’s grant of additional time to regain compliance with the minimum bid price requirement; the effectiveness of the reverse stock split; the number of shares of the Company’s common stock that will be issued as a result of rounding up fractional shares resulting from the reverse stock split to the nearest whole share, including dilution resulting from such issuances; the price at which the Company’s common stock will trade after the reverse stock split is effected; the continued listing of the Company’s common stock on the Nasdaq Capital Market; and the Company's financial condition. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Tivic Health’s actual results to differ from those contained in the forward-looking statements, see Tivic Health’s filings with the SEC, including, its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 25, 2024, under the heading "Risk Factors"; as well as the Company’s subsequent filings with the SEC. Forward-looking statements contained in this press release are made as of this date, and Tivic Health undertakes no duty to update such information except as required by applicable law.

 

Investor Contact

 

Hanover International, Inc.

ir@tivichealth.com

 

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v3.25.0.1

Document And Entity Information	Mar. 04, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Period End Date	Mar. 04, 2025
Entity Registrant Name	Tivic Health Systems, Inc.
Entity Central Index Key	0001787740
Entity Emerging Growth Company	true
Entity File Number	001-41052
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4016391
Entity Address, Address Line One	47685 Lakeview Blvd.
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	888
Local Phone Number	276-6888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TIVC
Security Exchange Name	NASDAQ

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