SEC Form PRE 14A filed by Tivic Health Systems Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Tivic Health Systems, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS SUBJECT TO COMPLETION DATED MAY 23, 2025

47685 Lakeview Blvd.

Fremont, CA 94538

(888) 276-6888

Tivic Health Systems, Inc.

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 30, 2025

Dear Stockholder:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Tivic Health Systems, Inc., a Delaware corporation (the “Company”), will be held on Monday, June 30, 2025, at 1:00 p.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TIVC2025, where you will be able to vote electronically and submit questions for management’s consideration. You may also attend the Annual Meeting and submit your vote by proxy and may submit questions ahead of the Annual Meeting through the designated website. For further information, please see the Questions and Answers about these Proxy Materials and Voting beginning on the first page of the accompanying Proxy Statement. The purposes of the Annual Meeting are as follows:

Our Board of Directors (the “Board”) has carefully reviewed and considered the foregoing proposals, and has concluded that each proposal is in the best interests of the Company and its stockholders. Therefore, our Board has approved each proposal and recommends that you vote “For” the Class I director nominee and “For” each of Proposals 2, 3, 4, 5, 6 and 7. These proposals are more fully described in the Proxy Statement accompanying this Notice. Action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above or on any date or dates to which the meeting may be postponed or adjourned. We do not expect to transact any other business at the Annual Meeting.

Our Board has fixed the close of business on May 14, 2025 (the “Record Date”) as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Holders of outstanding shares of our Series A Non-Voting Convertible Preferred Stock are not entitled to vote on any of the matters to be presented to our stockholders for approval at the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on the Record Date will be available for inspection by our stockholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices, located at 47685 Lakeview Blvd., Fremont, California 94538, beginning ten days before the Annual Meeting through the date of the Annual Meeting.

On or about May         , 2025, we are mailing this Notice, along with the accompanying Proxy Statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2024, to each of our stockholders entitled to notice of and to vote at the Annual Meeting. Accompanying this Notice is the Proxy Statement and a proxy card that includes voting instructions. Whether or not you expect to attend our Annual Meeting, please read these materials carefully, complete, sign and date the enclosed proxy card and return it promptly, or complete and submit your proxy via phone or the Internet in accordance with the instructions provided on the enclosed proxy card.

We cordially invite you to virtually attend the Annual Meeting. Your vote is important no matter how large or small your holdings in the Company may be. If you do not expect to be present at the Annual Meeting virtually, you are urged to promptly complete, date, sign, and return the enclosed proxy card or to submit your vote using another method included in the proxy card you receive in the mail. If you hold your shares beneficially in street name through a nominee, you should follow the instructions you receive from your nominee to vote your shares. Please review the instructions on each of your voting options described in the enclosed Proxy Statement as well as in the enclosed proxy card. This will not limit your right to virtually attend or vote at the Annual Meeting, but will help to secure a quorum and avoid added solicitation costs. You may revoke your proxy at any time before it has been voted at the Annual Meeting.

Even if you plan to attend the virtual Annual Meeting, we request that you submit a proxy by following the instructions provided in the enclosed proxy card you receive in the mail as soon as possible in order to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

Fremont, California

, 2025

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS PROVIDED IN THE ENCLOSED PROXY CARD.

TABLE OF CONTENTS

47685 Lakeview Blvd.

Fremont, California 94538

(888) 276-6888

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 30, 2025

GENERAL INFORMATION

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Tivic Health Systems, Inc., a Delaware corporation (the “Company,” “Tivic,” “we” or “us”), for use at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), to be held on Monday, June 30, 2025, at 1:00 p.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a healthy, consistent, and convenient experience to all stockholders, regardless of location. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TIVC2025, where you will be able to vote electronically and submit questions for management’s consideration. You may also attend the Annual Meeting and submit your vote by proxy and may submit questions ahead of the Annual Meeting through the designated website. For further information, please see the Questions and Answers about these Proxy Materials and Voting beginning on page 2 of this Proxy Statement.

Holders of outstanding shares of our Series A Non-Voting Convertible Preferred Stock (“Series A Preferred”) are not entitled to vote such shares on any of the matters to be presented to our stockholders for approval at the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock (“Common Stock”) as of the close of business on the Record Date will be entitled to vote at the Annual Meeting.

On or about May      , 2025, we are mailing this Proxy Statement and the accompanying proxy card, together with a copy of our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”), to each of our stockholders entitled to notice of and to vote at the Annual Meeting. This Proxy Statement and the enclosed proxy card include instructions for how stockholders entitled to vote at the Annual Meeting may vote their shares.

This Proxy Statement and our Annual Report will also be accessible online on or about                , 2025 at: https://ir.tivichealth.com/investors/sec-filings/.

Only stockholders of record of our Common Stock at the close of business on May 14, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, there were 878,341 shares of our Common Stock issued and outstanding, which were held by approximately 95 stockholders of record as of such date. Shares of our Common Stock cannot be voted at the Annual Meeting unless the holder thereof is present or represented by proxy. The presence at the Annual Meeting, virtually or by proxy, of the holders of one-third of the Company’s Common Stock issued and outstanding, as of the close of business on the Record Date, and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting and any adjournment or postponement thereof.

Our Board has selected Jennifer Ernst to serve as the holder of proxies for the Annual Meeting. The shares of Common Stock represented by each executed and returned proxy will be voted by Ms. Ernst in accordance with the directions indicated on the proxy. If you sign your proxy card without giving specific instructions, Ms. Ernst will vote your shares “FOR” the Class I director nominee and “FOR” each of the other proposals being made at the Annual Meeting. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any other matter that may be properly presented for action at the Annual Meeting; we currently know of no other business to be presented.

Any proxy given may be revoked by the person giving it at any time before it is voted at the Annual Meeting. If you have not voted through your broker or other third-party intermediary, there are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card or otherwise submit a new proxy through the methods noted on the proxy card, but such new proxy must bear a later date than the original proxy. Third, you may vote virtually at the Annual Meeting. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy. If you have instructed a broker or other third-party intermediary to vote your shares, you must follow the directions you receive from them to change your vote. Your last submitted proxy will be the proxy that is counted. Please note that dissenters’ rights are not available with respect to any of the proposals to be voted on at the Annual Meeting.

We will provide copies of this Proxy Statement, our Annual Report, and accompanying materials to brokerage firms, fiduciaries, and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

At the close of business on the Record Date, there were 878,341 shares of our Common Stock issued and outstanding which were held by approximately 95 stockholders of record as of such date. For each share of Common Stock held as of the Record Date, the holder is entitled to one vote on each proposal to be voted on.

Notwithstanding the foregoing, for purposes of the listing rules of the Nasdaq Stock Market, (i) Statera Biopharma, Inc. (“Statera”) and Avenue Venture Opportunities Fund, L.P. (“Avenue”) are not entitled to vote the 61,205 and 50,134 shares of Common Stock, respectively, that they received prior to the Record Date pursuant to that Exclusive License Agreement entered into by and between us and Statera on February 11, 2025 (as may be amended from time to time, the “License Agreement”) on Proposal 4, and (ii) Mast Hill Fund, L.P. (“Mast Hill”) is not entitled to vote the 29,800 shares of Common Stock that it received prior to the Record Date as commitment shares pursuant to that Equity Purchase Agreement entered into by and between us and Mast Hill on March 18, 2025 (the “Equity Line of Credit”) on Proposal 6. Accordingly, although we will include any votes cast by Statera, Avenue and Mast Hill on Proposals 4 and 6, as applicable, in the voting tally for purposes of determining whether the respective proposals have been approved under Delaware law, to comply with Nasdaq rules, to the extent such shares are voted on the respective proposals, we will instruct the inspector of elections to conduct a separate tabulation that subtracts such shares cast by Statera, Avenue and Mast Hill, respectively, on such proposals from the total number of shares voted on Proposals 4 and 6, as applicable, to determine whether such proposals have been approved in accordance with applicable Nasdaq rules.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered to be, with respect to those shares, the stockholder of record, and these proxy materials were sent directly to you. As the stockholder of record, you have the right to vote virtually at the Annual Meeting and to vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by Internet, by phone, or by mail to ensure your vote is counted. You may still attend the Annual Meeting and vote virtually if you have already voted by proxy.

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you from that organization. As the beneficial owner, you have the right to direct your broker, trustee, or nominee how to vote on your behalf and are also invited to attend the Annual Meeting. Please note that since a beneficial owner is not the stockholder of record, you may not vote these shares virtually at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. If this applies to you, your broker, trustee, or nominee will have enclosed or provided voting instructions for you to use in directing the broker, trustee, or nominee how to vote your shares.

If you submit your vote via phone or the Internet or you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. Stockholders who hold shares beneficially in street name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee, or nominee, by using the proxy card provided by the broker, trustee, or nominee and mailing them in the envelope provided by such person.

We encourage you to access the Annual Meeting prior to the start time. Please allow time for online check-in, which will begin at 12:45 p.m. Pacific Time. If you have difficulties during the check-in time or during the Annual Meeting, please call technical support at 1(844) 986-0822.

Stockholders will have multiple opportunities to submit questions to the Company for consideration both before and during the Annual Meeting. Stockholders who wish to submit a question may do so in the question tab of the webcast online upon logging in and during the Annual Meeting at www.virtualshareholdermeeting.com/TIVC2025.

We believe that Proposals 1, 2, 4, 5 and 6 are considered non-routine matters under applicable rules. Accordingly, brokers or other nominees cannot vote on these proposals without instructions from beneficial owners.

We believe that under applicable rules, Proposals 3 and 7 are considered routine matters for which brokerage firms may vote shares that are held in the name of brokerage firms and which are not voted by the applicable beneficial owners. Accordingly, if you do not instruct your broker or nominee to vote your shares, the broker or other nominee may either (a) vote your shares on routine matters, or (b) leave your shares unvoted altogether. If Proposals 3 and 7 are treated as routine matters, as expected, we do not expect to receive any broker non-votes with respect to Proposals 3 and 7.

With regard to Proposal 1, votes may be cast in favor of the Class I director nominee or withheld. Because directors are elected by plurality, withhold votes will have no effect on its outcome.

With regard to each of Proposals 2, 3, 4, 5, 6 and 7, abstentions will be treated as shares that are present and entitled to vote on each of such proposals, and will therefore be treated as a vote “AGAINST” such proposals.

PROPOSAL 1

ELECTION OF CLASS I DIRECTOR

Background

In accordance with the terms of our amended and restated certificate of incorporation, as amended (our “Charter”), our Board is divided into three staggered classes of directors, and each of our directors is assigned to one of the three classes, Class I, Class II and Class III. Currently, our directors are divided among the three classes as follows:

The Nominations and Corporate Governance Committee of our Board has recommended, and our Board has nominated, Christina Valauri for re-election as our Class I director at the Annual Meeting for a period of three years, or until her successor is elected and qualified, subject to her earlier death, resignation or removal. At the Annual Meeting, one Class I director will be elected to our Board.

Information Regarding our Class I Director

The below table and narrative disclosures include information about our Class I director nominee.

Christina Valauri has served as a director on our Board since July 1, 2024, prior to which she served as a strategic advisor to the Company starting in April 2023. Ms. Valauri brings over 30-years of experience as a seasoned capital markets professional with extensive analytical and management experience. She has a proven track record as a senior healthcare analyst, U.S. and Global Head of Equity Research, senior broker-dealer manager, strategic business consultant, and board director and advisor. As a managing director and senior manager within capital markets, she has successfully developed and executed transformational business strategies in the U.S. and internationally to drive growth and provide enhanced operating performance and comprehensive regulatory and supervisory oversight. She has held leadership roles at U.S. and international firms, including as the Global Director of Research at Cantor Fitzgerald, and senior research management roles at Credit Lyonnais, ING and Natixis. Ms. Valauri’s career in equity securities research expands the Boards’ deep expertise in pharmaceutical, biotech, and med-tech industries. She has extensive experience identifying and analyzing the commercial potential of breakthrough innovations, as well as mentoring and advising C-suite teams of private and public early-stage healthcare companies through product development, regulatory, go-to-market strategies, potential mergers and acquisitions, and IPOs. Ms. Valauri has served as a Mentor at Weill Cornell Medicine BioVenture eLab since April 2021, where she previously served as an Entrepreneur in Residence from July 2023 to July 2024. Ms. Valauri is the founder of Sagestone Advisory, LLC, where she has served as Chief Executive Officer since July 2017, and also serves as a senior advisor with Hanover International, Inc. and Astia.org. She has been recognized by The Wall Street Journal’s “Best on The Street” All-Star Analyst Survey and has received the Award for Excellence in Medical Education Public. Ms. Valauri has served as a director on the board of Precipio, Inc. (NASDAQ: PRPO) and a member of its nominations and governance committee since January 2024, prior to which, from June 2023 to December 2023, she served as an advisor to the board of Precipio. Ms. Valauri holds a Bachelor of Arts in Biology from Reed College and a Master of Business Administration from Cornell University Johnson School of Management.

We believe that Ms. Valauri is qualified to serve as a member of our Board due to her significant experience as an entrepreneur, executive and public company board member, as well as experience in the capital markets space.

Nomination of Directors

Our Nominations and Corporate Governance Committee is charged with making recommendations to our Board regarding qualified candidates to serve as members of the Board. The Nominations and Corporate Governance Committee’s goal is to assemble a board of directors with the skills and characteristics that, taken as a whole, will assure a strong board of directors with experience and expertise in all aspects of corporate governance. Accordingly, the committee believes that candidates for director should have certain minimum qualifications, including personal integrity, strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In evaluating director nominees, the Nominations and Corporate Governance Committee considers the following factors:

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominations and Corporate Governance Committee may also consider such other factors as it deems to be in the Company’s and its stockholders’ best interests, including diversity. The Nominations and Corporate Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert,” as defined by Commission rules, and for a majority of the members of the Board to meet the definition of an “independent director” under Nasdaq listing standards. The Nominations and Corporate Governance Committee also believes it is appropriate for our Chief Executive Officer to serve on our Board.

The Nominations and Corporate Governance Committee identifies nominees by first evaluating the current members of the relevant class of our Board that are willing to continue in service. Current members of our Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, but the committee at all times seeks to balance the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the relevant class of our Board does not wish to continue in service at the time that their term is scheduled to expire, the Nominations and Corporate Governance Committee’s policy is to not re-nominate that member for re-election. The Nominations and Corporate Governance Committee identifies the desired skills and experience of a new nominee, and then uses its network and external resources to solicit and compile a list of eligible candidates.

We do not have a formal policy concerning stockholder recommendations of nominees for director to the Nominations and Corporate Governance Committee as, to-date, we have not received any recommendations from stockholders requesting the Nominations and Corporate Governance Committee to consider a candidate for inclusion among the Company’s slate of nominees in our proxy statements. However, the absence of such a policy does not mean that such recommendations will not be considered. Notwithstanding the foregoing, stockholders wishing to recommend a candidate for election must follow the process outlined in Section 2.5 of our amended and restated bylaws, as amended (our “Bylaws”), and comply with the rules established by the Commission, including Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable.

In connection with the exclusive license agreement that we entered into with Statera on February 11, 2025, Statera is entitled to nominate one individual to serve as a director on the Board; however, Statera has not exercised its right to do so as of the date of this Proxy Statement. Except for Statera’s right to nominate an individual to serve as a director on our Board, there are no arrangements or understandings between any of our directors, nominees for directors or officers and any other person pursuant to which any director, nominee for director, or officer was or is to be selected as a director, nominee or officer, as applicable. To our knowledge, there are currently no legal proceedings, and during the past ten years there have been no legal proceedings, that we believe are required to be disclosed pursuant to Item 4.01(f) of Regulation S-K. There are no material proceedings to which any director, officer, affiliate, or owner of record or beneficial owner of more than 5% of the issued and outstanding shares of Common Stock of the Company, or any associates of any such persons, is a party adverse to the Company, and, to our knowledge, none of such persons has a material interest adverse to the Company. Other than as disclosed elsewhere in this Proxy Statement, to our knowledge, during the last five years, none of our directors held any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act, or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Vote Required

If a quorum is present and voting at the Annual Meeting, the one Class I director nominee receiving the highest number of “FOR” votes will be elected to our Board. Votes withheld from any nominee and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on the outcome of this Proposal 1, as brokers and other nominees are not entitled to vote on this proposal in the absence of voting instructions from the beneficial owner.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE ELECTION OF THE

CLASS I DIRECTOR NOMINEE UNDER PROPOSAL 1

PROPOSAL 2

APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

At the Annual Meeting, our stockholders will be asked to approve an amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of our Common Stock authorized for issuance thereunder by 425,000 shares (the “Plan Amendment”).

Background and the Proposed Plan Amendment

In August 2021, our Board adopted, and our stockholders approved, our original 2021 Equity Incentive Plan, which became effective upon completion of the initial public offering of our Common Stock in November 2021.

On June 15, 2024, our Board unanimously approved the amendment and restatement of our original 2021 Equity Incentive Plan and the adoption of the 2021 Plan (as amended and restated), subject to stockholder approval, on June 15, 2024, and our stockholders approved the 2021 Plan (as amended and restated) at our 2024 annual meeting of stockholders held on August 9, 2024. On August 9, 2024, effective upon receipt of stockholder approval, we amended and restated our original 2021 Equity Incentive Plan, which amended and restated the original plan in full.

On May 14, 2025, our Board unanimously approved the Plan Amendment, subject to stockholder approval thereof, and directed that the Plan Amendment be submitted to our stockholders for approval at the Annual Meeting. Except for the proposed increase in the number of shares of our Common Stock that may be issued pursuant to awards granted under the 2021 Plan and related conforming changes to the 2021 Plan, the Plan Amendment does not change any other term or provision of the 2021 Plan as in effect prior to the Plan Amendment. If approved by our stockholders, the Plan Amendment will become effective as of the date of such approval.

As of May 14, 2025, an aggregate of 86,669 shares of Common Stock are currently authorized for issuance under the 2021 Plan, approximately 53,268 of which were subject to outstanding awards issued under the 2021 Plan and only approximately 33,401 shares of which were available for future awards under the 2021 Plan. If the Plan Amendment is approved, there will be an aggregate of 511,669 shares of Common Stock authorized for issuance under the 2021 Plan.

Purpose of the 2021 Plan

The principal purpose of the 2021 Plan is to attract, retain and incentivize the Company’s officers, directors employees and other service providers through the grant of certain stock-based awards, including performance-based awards.

We believe that the grant of equity awards to our officers, directors, employees and service providers provides additional incentive for such individuals to further the growth, development and financial success of the Company by providing a means by which such persons can personally benefit through the ownership of capital stock of the Company. Additionally, we believe that including the grant of equity awards as a portion of the compensation we pay to our officer, directors, employees and certain service providers better enables us to secure and retain key employees, directors and consultants considered important to the long-term success of the Company by offering such persons an opportunity to own capital stock of the Company.

Reasons for Approval of the Plan Amendment

The primary purpose of the Plan Amendment is to increase the number of shares available for issuance pursuant to awards that may be granted to our officers, directors, employees and key service providers from time to time under the 2021 Plan. Our Board believes that our interests and the interests of our stockholders will be advanced if we can continue to offer our current and future members of senior management, employees, non-employee directors, advisors and consultants the opportunity to acquire or increase their equity interests in the Company. The market for quality personnel is competitive, and our Board has concluded that our ability to attract, retain and motivate top quality management and employees is material to our success. Given our limited cash resources and planned investments in our pre-clinical and clinical programs, we believe that our ability to grant equity as a component of our compensation programs is particularly important for long-term incentives that further our business, establish and maintain alignment between management and our stockholders, and provide strong incentive opportunities to increase stockholder value.

As disclosed in our filings with the Commission, on February 11, 2025, we entered into the License Agreement with Statera, pursuant to which we acquired worldwide exclusive license rights to the late-stage Toll-like Receptor 5 (“TLR5”) agonist Entolimod for the treatment of acute radiation syndrome, as well as an exclusive option to license five additional indications and clinical use cases for Entolimod and second generation product candidate, Entolasta. Additionally, on March 28, 2025, we notified Statera of our election to exercise our exclusive option with respect to the neutropenia indication for Entolimod. As a result of the licenses, we added biologic immunotherapy to our clinical pipeline and launched our TLR5 focused biopharma program. In connection therewith, on February 18, 2025, we hired Michael Handley, Statera’s former Chief Executive Officer, and appointed him as our Chief Operating Officer and President of Tivic Biopharma. Since February, we have hired an additional three employees to service our TLR5 business, and we expect that we will need to continue to hire additional employees and engage additional service providers as we continue to move forward with the expansion and development of our business, including through pre-clinical and clinical trials, research and development activities, obtaining regulatory approval and potential commercialization of our drug candidates. As a result, we have already increased, and expect to further increase in the near term, the number of individuals eligible to receive awards under the 2021 Plan.

Additionally, we expect that we will need to secure significant additional capital to fund our business, which may result in the issuance of a significant number of shares of our Common Stock or equity convertible or exercisable for shares of our Common Stock. On March 18, 2025, we entered into the Equity Line of Credit with Mast Hill, pursuant to which, subject to certain limitations (including stockholder approval, as requested pursuant to Proposal 6 hereof), we will have the right to sell to Mast Hill, and Mast Hill will have the obligation to purchase, up to $25 million shares of our Common Stock over the two year term of the agreement. On April 29, 2025, we entered into the Preferred Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. (the “Series B Preferred Investor”), pursuant to which, subject to the conditions set forth therein (including stockholder approval, as requested pursuant to Proposal 5 hereof), the Series B Preferred Investor shall purchase up to 8,400 shares of our Series B Preferred Stock and Warrants for a total purchase price of up to $8.4 million in several tranche closings prior to December 31, 2025 (the “Preferred Offering”). Furthermore, as of May 14, 2025, we have issued an aggregate of 490.7958 shares of Series A Preferred to Statera and Avenue in connection with the License Agreement. Subject to certain limitations, the shares of Series A Preferred and Series B Preferred are or will be convertible into shares of our Common Stock, as more particularly discussed in Proposals 4 and 5 hereof. We believe that in order to ensure that our officers, directors, employees and other service providers are incentivized to further the growth, development and financial success of the Company, the number of shares subject to equity awards granted to them should provide for a meaningful ownership interest in our securities. Accordingly, we believe that the Plan Amendment is important to ensure that we have sufficient shares available for issuance under the 2021 Plan to effectively utilize the grant of equity awards to incentivize such persons, taking into consideration the number of shares of our Common Stock that are likely to be issued in the near term pursuant to the foregoing arrangements.

Overall, we believe that adoption of the Plan Amendment will significantly enhance our ability to attract and retain highly qualified officers, directors, employees and key service providers, increase our flexibility in developing meaningful compensation plans that motivate such individuals to expend maximum effort to improve our business results, and provide those individuals an opportunity to acquire or increase a direct proprietary interest in our operations and the future success they drive to create. For the foregoing reasons, our Board believes that the Plan Amendment is necessary for the continued optimal use of the 2021 Plan.

If our stockholders do not approve the Plan Amendment at the Annual Meeting, the Plan Amendment will not become effective, and the number of shares of Common Stock authorized for issuance under the Plan will remain at 86,669 shares of Common Stock (subject to the annual increase on January 1 of every year, as provided by the 2021 Plan).

Dilution Analysis

Our Board evaluated the dilution potentially caused by the Plan Amendment in connection with its approval of the Plan Amendment and believes the potential dilutive impact of the increase in the number of shares of Common Stock proposed to be added to the 2021 Plan pursuant to the Plan Amendment is reasonable in light of the objectives and other considerations summarized above.

The table below shows the potential dilution resulting from the Plan Amendment based on the number of shares of our Common Stock outstanding as of May 14, 2025 and the number of shares of our Common Stock that would be outstanding on a pro-forma partially-diluted basis as of May 14, 2025, calculated based on the formula and assumptions described in footnote (2) to the below table. We believe it is appropriate to measure dilution relative to our pro-forma partially-diluted capitalization given the number of shares of Common Stock potentially issuable upon conversion of the outstanding shares of Series A Preferred and the shares of Series B Preferred that may be sold and issued to the Series B Preferred Investor pursuant to the Preferred Offering, as we believe such issuances and conversions are probable.

We believe that the number of shares of Common Stock proposed to be added to the 2021 Plan by the Plan Amendment represents a reasonable amount of potential equity dilution and will allow us to continue granting equity awards, while also pursuing our objectives to (i) create a culture of ownership among our employee and director base, (ii) align the interests of our employees and stockholders, (iii) attract and retain top talent, and (iv) reduce the amount of cash used in our compensation programs in order to build the amount of cash we have available to operate and grow our business.

Description of the 2021 Plan

The principal provisions of the 2021 Plan are summarized below. This summary is not a complete description of all of the 2021 Plan’s provisions and is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached as an exhibit to our Annual Report.

Share reserve. Under the Plan, an aggregate of 86,669 shares of our Common Stock are currently authorized for issuance pursuant to a variety of stock-based compensation awards, including stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards. If the proposed Plan Amendment is approved by our stockholders, the number of shares of our Common Stock authorized for issuance under the Plan would be increased to 511,669. With respect to the share reserve under the 2021 Plan:

In addition, the 2021 Plan provides that additional shares will automatically be added to the shares authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares added each year will be equal to the lesser of: (i) 5.0% of the shares of Common Stock outstanding on December 31st of the preceding calendar year or (ii) such number of shares determined by the Board, in its discretion.

Administration. The Compensation Committee of the Board is authorized to administer the 2021 Plan unless the Board subsequently assumes authority for administration. The Compensation Committee must consist of at least two members of the Board, each of whom is intended to qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the rules of the applicable stock exchange, or other principal securities market on which shares of our Common Stock are traded. The term Administrator refers to either the Board or the Compensation Committee, as applicable.

Additionally, the Board or Compensation Committee may delegate certain functions under the 2021 Plan to designated employees who are not Officers to be recipients of awards under the 2021 Plan, and to determine the number of shares subject to awards granted to such employees.

Subject to the terms and conditions of the 2021 Plan, the Administrator has the authority to construe and interpret the 2021 Plan and awards granted under it and to determine the persons to whom and the dates on which awards will be granted, the number of shares of Common Stock to be subject to each award, the time or times during the term of each award within which all or a portion of such award may be exercised, the exercise price, the type of consideration and other terms of the award. All decisions, determinations and interpretations by the Administrator regarding the 2021 Plan shall be final and binding on all participants or other persons claiming rights under the 2021 Plan or any award.

Awards. The 2021 Plan provides that the Administrator may grant or issue stock options, restricted stock, restricted stock units, other stock-based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

Eligibility. Options, restricted stock, restricted stock units and all other stock-based awards under 2021 Plan may be granted to individuals who are then our officers, employees, directors or consultants or are the officers, employees or consultants of certain of our subsidiaries. Only employees of our Company or certain of our subsidiaries may be granted incentive stock options, or ISOs. No ISO may be granted under the 2021 Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of the Company or any affiliate of the Company, unless the exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and the term of the option does not exceed five years from the date of grant. In addition, the aggregate fair market value, determined at the time of grant, of the shares of Common Stock with respect to which ISOs are exercisable for the first time by a participant during any calendar year (under the 2021 Plan and all other such plans of the Company and its affiliates) may not exceed $100,000. ISOs are not transferable except by will or by the laws of descent and distribution, provided that a participant may designate a beneficiary who may exercise an option following the participant’s death.

Certain Corporate Transactions. In the event of a merger, sale of all or substantially all of the assets of the Company or other change of control transaction, unless otherwise determined by the Board, all outstanding awards will be subject to the agreement governing such merger, asset sale or other change of control transaction. Such agreement need not treat all such awards in an identical manner, and it will provide for one or more of the following with respect to each award: (i) the continuation of the award, (ii) the assumption of the award, (iii) the substitution of the award, or (iv) the payment of the excess of the fair market value of the shares subject to the award over the exercise price or purchase price of such shares. In the event the successor corporation refuses to either continue, assume or substitute the shares subject to the award pursuant to the terms of the 2021 Plan, or pay the excess of the fair market value of the shares subject to the award over the exercise price or purchase price of such shares, then outstanding awards shall vest and become exercisable as to 100% of the shares subject thereto contingent upon the consummation of such change of control transaction.

Adjustments Provisions. Transactions not involving receipt of consideration by the Company, such as a merger, consolidation, reorganization, recapitalization, reincorporation, reclassification, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, or a change in corporate structure may change the type(s), class(es) and number of shares of Common Stock subject to the 2021 Plan and outstanding awards. In that event, the 2021 Plan will be appropriately adjusted as to the type(s), class(es) and the maximum number of shares of Common Stock subject to the 2021 Plan, and outstanding awards will be adjusted as to the type(s), class(es), number of shares and price per share of Common Stock subject to such awards.

Amendment and termination. The administrator may terminate, amend or modify the 2021 Plan at any time and from time to time. However, we must generally obtain stockholder approval to amend or modify the 2021 Plan to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional stockholder approval.

New Plan Benefits

At the present time, no specific determination has been made as to the grant or allocation of future awards under the 2021 Plan. Awards granted under the 2021 Plan are within the Board’s and the Compensation Committee’s discretion, and neither the Board nor the Compensation Committee has determined future awards or who might receive them. Therefore, at this time, the benefits that will be awarded or paid under the 2021 Plan, if stockholder approval of the Plan Amendment is obtained, cannot currently be determined. The 2021 Plan does not have set benefits or amounts, and no grants or awards have been made by the Board or the Compensation Committee that are conditioned upon stockholder approval of the Plan Amendment.

Effective Date

The Plan Amendment will be effective as of June 30, 2025, subject to stockholder approval at the Annual Meeting.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the Plan Amendment. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 2. This Proposal 2 is a non-routine proposal on which a broker or other nominee does not have discretionary authority to vote. Broker non-votes will not affect the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE APPROVAL OF THE PLAN AMENDMENT

PROPOSAL 3

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Background

Our Audit and Risk Committee has selected Rosenberg Rich Baker Berman, P.A. (“RRBB”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further directed that we submit the selection of the independent registered accounting firm for ratification by our stockholders at the Annual Meeting. RRBB has audited the Company’s financial statements since 2020. Representatives of RRBB are not expected to be present at the Annual Meeting.

Neither our governing documents nor any applicable laws require stockholder ratification of the selection of RRBB as our independent registered public accounting firm. However, our Audit and Risk Committee is submitting the selection of RRBB to our stockholders for ratification as a matter of good corporate practice. If our stockholders do not ratify this selection, the Audit & Risk Committee will reconsider its selection of RRBB and will either continue to retain the firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit & Risk Committee may, in its sole discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.

The Audit and Risk Committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by it for such services. In its review of non-audit service fees, the Audit and Risk Committee considers, among other things, the possible impact of the performance of such services on the accounting firm’s independence.

Independent Registered Public Accounting Firm Fee Information

The following table sets forth the aggregate fees billed by RRBB for the services indicated for each of the years ended December 31, 2024 and 2023:

All fees described above were approved by the Audit and Risk Committee.

Audit and Risk Committee Pre-Approval Policies and Procedures

Our Audit and Risk Committee pre-approves all auditing services and the terms of non-audit services provided by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under applicable law and the committee determines that the non-audit services do not impair the independence of the independent registered public accounting firm. Under our Audit and Risk Committees pre-approval policies and procedures, the Audit and Risk Committee generally pre-approves specified services in defined categories up to specified amounts. Pre-approval may also be given as part of the Audit and Risk Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on a case-by-case basis for specific tasks before engagement. Our Audit and Risk Committee has considered and determined that the provision of the non-audit services described is compatible with maintaining the independence of our registered public accounting firm.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to ratify the selection of RRBB for the fiscal year ended December 31, 2025. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 3. In the event that there are any broker non-votes, they will not affect the outcome of the vote on this Proposal 3. However, because we believe that this Proposal 3 will be treated as a routine matter on which a broker or other nominee has discretionary authority to vote, we do not expect to receive any broker non-votes with respect to this Proposal 3.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE RATIFICATION OF THE SELECTION OF

ROSENBERG RICH BAKER BERMAN, P.A. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025

PROPOSAL 4



APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK, INCLUDING UPON CONVERSION OF SHARES OUR OF SERIES A PREFERRED THAT HAVE BEEN, OR MAY IN THE FUTURE BE, ISSUED PURSUANT TO THE LICENSE AGREEMENT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(A) AND NASDAQ LISTING RULE 5635(D)

General

We are asking our stockholders to approve, in accordance with Nasdaq Listing Rule 5635(a) and Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the number of shares of our Common Stock issued and outstanding as of February 11, 2025, including upon conversion of shares of Series A Preferred that have been, or may in the future be, issued as consideration for our acquisition of worldwide license rights to Entolimod for the treatment of acute radiation syndrome and the option to acquire the worldwide license to additional indications and clinical use cases for Entolimod and Entolasta, as well as for payment of certain milestone payments, pursuant to the License Agreement.

As discussed in further detail below, as consideration for the rights we received pursuant to the License Agreement, in February 2025, we issued an aggregate of 55,635 shares of Common Stock and 359.6691 shares of Series A Preferred to Statera. Additionally, in March 2025, we issued an aggregate of 55,704 shares of Common Stock and 131.1267 shares of Series A Preferred to Statera and Avenue as payment for the Neutropenia Milestone Payment (as defined below). As a result, as of May 14, 2025, we have issued an aggregate of 111,399 shares of Common Stock and 490.7958 shares of Series A Preferred (convertible into an aggregate of 288,705 shares of Common Stock) pursuant to the License Agreement. Pursuant to the License Agreement, we have the option to issue additional shares of our Series A Preferred Stock, in lieu of cash, in the future to satisfy certain milestone payment obligations.

On February 11, 2025, immediately prior to execution of the License Agreement, there were 556,978 shares of our Common Stock issued and outstanding. Pursuant to the applicable Nasdaq Listing Rules, we must obtain stockholder approval prior to the issuance of more than 111,399 shares of our Common Stock, equal to 19.99% of the number of shares of our Common Stock outstanding as of February 11, 2025, pursuant to the License Agreement. As a result, unless and until such stockholder approval is obtained, we may not issue additional shares of Common Stock pursuant to the License Agreement and the holders of shares of Series A Preferred may not convert any such shares.

Statera License Agreement

On February 11, 2025, we entered into the License Agreement with Statera, whereby we acquired (i) an exclusive worldwide license to the patented TLR5 agonist lead program of Statera known as Entolimod as it relates to the acute radiation syndrome indication (“ARS”) and (ii) an exclusive option (the “Exclusive Option”) to acquire the exclusive worldwide license to additional indications, including lymphocyte exhaustion, immunosenescence, neutropenia and/or vaccine adjuvant (the “Subsequent Indications”) and to the TLR5 agonist follow-on program of Statera known as Entolasta. Under the terms of the License Agreement, Statera granted us an exclusive worldwide license, with the right to grant and authorize sublicenses, under Statera’s patents, trademarks, know-how and other intellectual property to develop, test, make, have made, use, sell, offer for sale, import and otherwise exploit the product Entolimod as it relates to the Initial Indication during the term of the License Agreement. As consideration for the License Agreement, we paid Statera a license fee of $1,500,000 consisting of (i) $300,000 in cash consideration and (ii) $1,200,000 in stock consideration, consisting of (i) 55,635 shares of Common Stock and (ii) 359.6691 shares of Series A Preferred.

The License Agreement obligates us to develop and commercialize the licensed products, at our own cost and expense, inclusive of licensed products with respect to any Subsequent Indications obtained upon exercise of an Exclusive Option. In the development and commercialization process, we are obligated to meet certain milestones, and must provide Statera with certain milestone payments, payable in either the form of cash or shares of Series A Preferred (at our sole discretion), upon accomplishing each milestone as outlined below.

Upon exercise of an Exclusive Option with respect to one or more Subsequent Indications, the following corresponding applicable milestones and milestone payments (all milestone payments, collectively, the “Milestone Payments”), payable in either cash or shares of Series A Preferred (at our sole discretion), become obligations of the Company as well:

Pursuant to the License Agreement, in the event that we exercise our Exclusive Option with respect to one or more Subsequent Indications, we may elect, in our sole discretion, to accelerate any of the Milestone Payments in advance of the milestone achievements.

On March 28, 2025, we notified Statera of our election to exercise our Exclusive Option to acquire the exclusive worldwide license to the neutropenia indication for Entolimod under the License Agreement (the “Neutropenia Option”) and to accelerate the first Milestone Payment of $500,000 related to the neutropenia indication, payable by the Company in connection with the filing of an IND and initiation of a Phase 2 clinical study for neutropenia (the “Neutropenia Milestone Payment). As payment of the Neutropenia Milestone Payment, we issued Statera and Avenue an aggregate of 55,704 shares of Common Stock and 131.1267 shares of Series A Preferred.

As a result of our exercise of the Neutropenia Option, we are obligated to develop and commercialize the expanded licensed products related to the neutropenia indication, at our own cost and expense, including to meet those milestones discussed above, and are obligated to pay the Milestone Payments, other than the Neutropenia Milestone Payment, upon accomplishing each such milestone.

As of May 14, 2025, assuming that we elect to exercise our Exclusive Option with respect to all of the Subsequent Indications and either achieve all of the foregoing milestones or otherwise choose to accelerate the relevant Milestone Payments, we may be obligated to pay up to an aggregate of $7,750,000 in Milestone Payments pursuant to the License Agreement. We may choose to pay such amounts in either cash or shares of our Series A Preferred, or a mixture of both, in our discretion. If we choose to make such payments through the issuance of shares of our Series A Preferred, the number of shares of Series A Preferred that we must issue will be calculated based on a price per share equal to the twenty trading day volume weighted average price (“VWAP”) of our Common Stock prior to the date of achievement of the applicable milestone or event.

Pursuant to the License Agreement and securities purchase agreements we entered into with Statera and Avenue in connection therewith, we agreed to hold a stockholders’ meeting to submit the approval of the conversion of shares of the shares of our Series A Preferred that have been issued, or may in the future be issued in satisfaction of the Milestone Payments, into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC to our stockholders for their consideration and approval. If the requisite stockholder approval is not obtained on or prior to June 30, 2025, then we shall convene additional stockholder meetings every 90 days thereafter until the requisite stockholder approval is obtained.

Summary of Terms of the Series A Preferred



The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred are set forth in the Certificate of Designation of Series A Non-Voting Convertible Preferred Stock (the “Series A Certificate of Designation”). The Certificate of Designation authorizes 6,000 shares of Series A Preferred. A summary of the principal terms of the Series A Preferred are set forth below:

Ranking. The Series A Preferred ranks on parity with our Common Stock and junior to our Series B Preferred stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Dividends. To the extent that dividends are paid to holders of Common Stock, holders of Series A Preferred shall be entitled to participate in such dividends on an as-if-converted-to-Common-Stock basis, without regard to the beneficial ownership limitations set forth in the Series A Certificate of Designation.

Voting. Except as otherwise provided by the Series A Certificate of Designation or required by law, the Series A Preferred does not have voting rights. However, as long as any shares of Series A Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Series A Certificate of Designation, amend or repeal any provision of, or add any provision to, our Charter or Bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred, (ii) issue further shares of Series A Preferred, or (iii) enter into any agreement with respect to any of the foregoing.

Conversion. Subject to certain beneficial ownership limitations and the Company’s receipt of stockholder approval in accordance with the listing rules of the Nasdaq Stock Market, each share of Series A Preferred is convertible into approximately 588 shares of Common Stock (the “Series A Conversion Ratio”), as follows:

Liquidation. In the event of the liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or involuntary, holders of Series A Preferred shall rank on parity with common stockholders as to the distributions of assets.

Beneficial Ownership Limitation. A holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of the applicable beneficial ownership limitation. For purposes of the Series A Preferred, the beneficial ownership Limitation shall initially be set at 9.9% for each holder and its affiliates and may be adjusted at the discretion of the holder to a percentage between 4.9% and 19.9% (but not to exceed 19.9%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such conversion.

Redemption. Shares of Series A Preferred Stock are not redeemable.

Nasdaq Stockholder Approval Requirements; Reasons for Stockholder Approval

Nasdaq Listing Rule 5635(a)

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities by a listed company in connection with the acquisition of the stock or assets of another company if such securities, including shares that may be issued pursuant to an earn-out provision or similar provision and upon conversion of convertible securities issued in connection with the transaction, (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for Common Stock); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Our acquisition of the licenses and other rights, including the option to acquire additional licenses for the Subsequent Indications, pursuant to the License Agreement may constitute the acquisition of assets of another company pursuant to Nasdaq Listing Rule 5635(a). We have already issued that number of shares of our Common Stock equal to 19.99% of the number of shares of our Common Stock outstanding immediately prior to execution of the License Agreement pursuant thereto, and the conversion of the shares of Series A Preferred that we have issued would cause us to exceed the number of shares of Common Stock that may be issued without stockholder approval pursuant to Nasdaq Listing Rule 5635(a). Additionally, pursuant to the License Agreement, we may, at our election, issue additional shares of Series A Preferred in the future to satisfy our payment obligations with respect to the Milestone Payments under the License Agreement. Accordingly, we are seeking stockholder approval of this Proposal 4 in order to (i) permit the holders of outstanding shares of our Series A Preferred to convert their shares of Series A Preferred into shares of our Common Stock (for an aggregate of 288,705 shares of Common Stock) and (ii) permit the conversion of all shares of Series A Preferred that we may issue in the future to satisfy our payment obligations with respect to the Milestone Payments under the License Agreement into shares of Common Stock.

Nasdaq Listing Rule 5635(d)

Under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the sale, issuance, or potential issuance by a listed company, in a transaction other than a public offering, of shares of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock outstanding or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average of the company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.

As of May 14, 2025, all of the shares of Common Stock and Series A Preferred that we have issued pursuant to the License Agreement were issued at a price in excess of the Minimum Price under Nasdaq Listing Rule 5635(d). However, because the number of shares of Series A Preferred that we may issue in the future in satisfaction of the Milestone Payments, if any, shall be calculated based on a per share price equal to the twenty trading day VWAP of our Common Stock prior to the date of achievement of the applicable milestone or event, it is possible that we may issue shares of our Series A Preferred (and/or the shares of Common Stock issuable upon conversion thereof) at a price below the Minimum Price in the future. Accordingly, in order to maintain as much flexibility as possible with respect to our future payment obligations under the License Agreement, we are seeking stockholder approval of this Proposal 4 in order to permit us to issue additional shares of our Series A Preferred, including the shares of Common Stock issuable upon conversion thereof, at a price below the Minimum Price to the extent that the number of shares of Common Stock issuable upon conversion of such shares of Series A Preferred would equal or exceed 20% or more of the number of shares of our Common Stock outstanding or 20% or more of the voting power of our Common Stock outstanding as of February 11, 2025.

Potential Effects of this Proposal

In the event that our stockholders approve this Proposal 4 at the Annual Meeting, subject to the beneficial ownership limitation applicable to the respective holders (currently 9.9% of our outstanding shares of Common Stock), each share of Series A Preferred outstanding as of the date of such approval shall automatically convert into shares of our Common Stock on the third business day after such approval. Additionally, after such date, the holders of shares of our Series A Preferred will have the right, subject to the applicable beneficial ownership limitation (which shall in no event exceed 19.99% of our outstanding Common Stock), to convert the shares of Series A Preferred held by them into shares of our Common Stock at any time, in their discretion. The additional shares of Common Stock that would become issuable upon conversion of the Series A Preferred would have the same rights and privileges as the shares of the Company’s currently outstanding Common Stock. The issuance of such shares will not affect the rights of the holders of outstanding Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of our Common Stock or in greater price volatility.

In addition to the foregoing, in the event that our stockholders approve this Proposal 4 at the Annual Meeting, we will have the ability to issue additional shares of Series A Preferred convertible into 20% or more of the outstanding shares of our Common Stock as of February 11, 2025 at a price below the Minimum Price in satisfaction of Milestone Payments, if and when such Milestone Payments are due.

As of May 14, 2025, the total number of shares of our Common Stock that may be issued upon conversion of outstanding shares of our Series A Preferred, without taking into consideration the stockholder approval requirement or beneficial ownership limitations, was 288,705 shares of Common Stock. Assuming our stockholders approve this Proposal 4, we may, at our election, issue up to an aggregate of $7,750,000 shares of Series A Preferred in the future in satisfaction of Milestone Payments under the License Agreement. Because we do not know at this time (i) whether we will exercise our Exclusive Option with respect to any of the other Subsequent Indications, (ii) whether we will achieve each or any of the milestones set forth in the License Agreement, or (iii) whether we will elect to pay any Milestone Payments that become due in cash or in shares of our Series A Preferred, and because the number of shares of Series A Preferred that we may issue in the future in satisfaction of any Milestone Payments, if any, will depend on the VWAP of our Common Stock prior to the date of achievement of the applicable milestone or event, we cannot predict the number of shares of Series A Preferred that we may issue in the future, or the price at which we may issue such shares. However, the conversion of any such additional shares of Series A Preferred that we may issue in the future could result in significant dilution to our holders of our Common Stock.

We are not seeking the approval of stockholders to authorize entry into the License Agreement or the related agreements, or to issue the Series A Preferred, as we have already done so, and such documents already are binding obligations of the Company. The failure of our stockholders to approve this Proposal 4 will not negate the existing terms of the agreements, which will remain binding on the Company.

In the event that our stockholders do not approve this Proposal 4 at the Annual Meeting, then holders of the outstanding shares of Series A Preferred will not be able to convert such shares into shares of our Common Stock. Additionally, we will be prohibited from issuing shares of our Common Stock constituting 20% or more of the number of shares of our Common Stock outstanding as of February 11, 2025 upon conversion of shares of Series A Preferred that we may issue in the future to the extent that such shares are issued at a price below the Minimum Price. This may limit our ability to issue shares or our Series A Preferred in satisfaction of our Milestone Payment obligations under the License Agreement in the future. Additionally, pursuant to the agreements we entered into with Statera and Avenue in connection with the License Agreement, in the event that our stockholders do not approve this Proposal 4 at the Annual Meeting, we will be required to convene and hold special meetings of our stockholders every 90 days after the Annual Meeting until the requisite stockholder approval is obtained. The process of continuing to hold stockholder meetings to obtain the requisite stockholder approval would cause us to incur significant legal expenses and would divert our management’s attention from the operation of our business, which could materially harm our business.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the adjournment of the Annual Meeting pursuant to this Proposal 4. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 4. This Proposal 4 is a non-routine proposal on which a broker or other nominee does not have discretionary authority to vote. Broker non-votes will not affect the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK, INCLUDING UPON CONVERSION OF SHARES OUR OF SERIES A PREFERRED, THAT HAVE BEEN, OR MAY IN THE FUTURE BE, ISSUED PURSUANT TO THE LICENSE AGREEMENT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(A) AND NASDAQ LISTING RULE 5635(D)

PROPOSAL 5



APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK UPON CONVERSION OF THOSE SHARES OF SERIES B PREFERRED AND EXERCISE OF THOSE WARRANTS THAT WE MAY IN THE FUTURE ISSUE TO THE SERIES B PREFERRED INVESTOR PURSUANT TO THE PREFERRED PURCHASE AGREEMENT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(A) AND NASDAQ LISTING RULE 5635(D)

General

We are asking our stockholders to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than 19.99% of the number of shares of our Common Stock issued and outstanding as of April 19, 2025 (the “Preferred Offering Share Cap”) upon conversion of those shares of Series B Preferred and the exercise of those Warrants that we may in the future issue to the Series B Preferred Investor pursuant to the Preferred Purchase Agreement.

As discussed in further detail below, on April 29, 2025, we entered into the Preferred Purchase Agreement with the Series B Preferred Investor, pursuant to which, subject to the conditions set forth therein (including stockholder approval, as requested pursuant to this Proposal 5), the Series B Preferred Investor shall purchase up to 8,400 shares of our Series B Preferred Stock and Warrants for a total purchase price of up to $8.4 million in several tranche closings prior to December 31, 2025.

On April 29, 2025, immediately prior to execution of the Preferred Purchase Agreement, there were 878,341 shares of our Common Stock issued and outstanding. Pursuant to Nasdaq Listing Rule 5635(d), we must obtain stockholder approval prior to the issuance of more than 175,580 shares of our Common Stock, equal to 19.99% of the number of shares of our Common Stock outstanding as of April 29, 2025, at a price per share below the Minimum Price upon conversion of the shares of Series B Preferred and exercise of the Warrants sold and issued pursuant to the Preferred Purchase Agreement. As a result, unless and until such stockholder approval is obtained, we may not issue more than an aggregate of 175,580 shares of Common Stock to the Series B Preferred Investor at a price below the Minimum Price upon conversion of shares of Series B Preferred or exercise of Warrants that we may sell and issue to the Series B Preferred Investor pursuant to the Preferred Purchase Agreement. Additionally, as discussed in additional detail below, pursuant to the Preferred Purchase Agreement, unless and until we receive stockholder approval of the elimination of the Preferred Offering Share Cap, the Series B Preferred Investor shall have no obligation to complete the second or any of the subsequent Tranche Closings (as defined below).

As of May 14, 2025, we have not issued any shares of Series B Preferred, Warrants or other securities of the Company pursuant to the Preferred Purchase Agreement. However, subject to satisfaction of the conditions set forth in the Preferred Purchase Agreement, we are bound to issue, and the Series B Preferred Investor is required to purchase, the securities.

Preferred Purchase Agreement

On April 29, 2025, we entered into the Preferred Purchase Agreement with the Series B Preferred Investor, pursuant to which, subject to the conditions set forth therein, we shall sell to the Series B Preferred Investor, and the Series B Preferred Investor shall purchase from us, up to 8,400 shares of the our Series B Preferred and Warrants to purchase shares of the our Common Stock for a total purchase price of up to $8,400,000 in several tranche closings (each, a “Tranche Closing”).

The Preferred Purchase Agreement provides that the Preferred Offering shall be conducted through six separate Tranche Closings, pursuant to which, subject to satisfaction of the applicable closing conditions set forth in the Preferred Purchase Agreement, we shall sell and issue the Series B Preferred Investor up to an aggregate of 8,400 shares of Series B Preferred as follows: (i) 700 shares of Series B Preferred, for $700,000, in the initial Tranche Closing, which shall be consummated upon effectiveness of a registration statement registering the shares of common stock issuable upon conversion of the shares of Series B Preferred and exercise of the Warrants for resale by the Series B Preferred Investor; (ii) 700 shares of Series B Preferred, for $700,000, in the second Tranche Closing, which shall be consummated 10 trading days after the initial Tranche Closing; (iii) 1,750 shares of Series B Preferred, for $1,750,000, in the third Tranche Closing, which shall be consummated 20 trading days after the second Tranche Closing; (iv) 1,750 shares of Series B Preferred, for $1,750,000, in the fourth Tranche Closing, which shall be consummated 20 trading days after the third Tranche Closing; (v) 1,750 shares of Series B Preferred, for $1,750,000, in the fifth Tranche Closing, which shall be consummated 20 trading days after the fourth Tranche Closing; and (vi) 1,750 shares of Series B Preferred, for $1,750,000, in the final Tranche Closing, which shall be consummated 20 trading days after the fifth Tranche Closing.

Subject to certain beneficial ownership limitations and, until such date that stockholder approval is obtained, the Preferred Offering Share Cap, at any time after the issuance date, each holder of Series B Preferred shall have the right, at such holder’s option, to convert any or all of the shares of Series B Preferred held by such holder into fully paid and nonassessable shares of our Common Stock. The number of shares of Common Stock issuable upon conversion of each share of Series B Preferred shall be equal to the quotient obtained by dividing (i) the Stated Value of such share of Series B Preferred plus all accrued and unpaid dividends thereon by (ii) the Conversion Price in effect on the date of conversion.

In addition to the shares of Series B Preferred to be sold and issued to the Series B Preferred Investor in the Preferred Offering, at each Tranche Closing we shall also issue the Series B Preferred Investor a Warrant to purchase that number of shares of our Common Stock equal to 30% of shares of Common Stock issuable upon conversion in full of the shares of Series B Preferred issued at the same Tranche Closing. Each Warrant shall be immediately exercisable (subject to certain beneficial ownership limitations and stockholder approval), expire five years from the date of issuance, and have an initial exercise price equal to the average closing price of our Common Stock during the prior five trading days preceding each Tranche Closing (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in the Warrant). In the event that Warrants issued to the Series B Preferred Investor in a subsequent Tranche Closing have a lower exercise price than those Warrants outstanding as of such later Tranche Closing, immediately after the Tranche Closing the exercise price of all outstanding Warrants held by the Series B Preferred Investor shall automatically be reduced to equal such lower exercise price of the Warrants issued in such Tranche Closing.

In the event that the average closing price of our Common Stock during the prior three trading days preceding a Tranche Closing date shall not be equal to or greater than the Floor Price (as defined below), then the applicable Tranche Closing shall be delayed until such time as the price meets the required threshold for a period of five consecutive trading days. Notwithstanding the foregoing, the Series B Preferred Investor has the ability, subject to prior written consent of the Company, to purchase any number of shares of Series B Preferred prior to the dates of the Tranche Closings provided for in the Preferred Purchase Agreement.

The consummation of the transactions contemplated by the Preferred Purchase Agreement is subject to various customary closing conditions. In addition, pursuant to the Preferred Purchase Agreement, unless and until we obtain the stockholder approval of the elimination of the Preferred Offering Share Cap, the Series B Preferred Investor is prohibited from converting its shares of Series B Preferred and exercising its Warrants to the extent that such conversions and exercises would, in the aggregate, result in the issuance of shares of common stock exceeding the Preferred Offering Share Cap. The Series B Preferred Investor shall have no obligation to fund the second or subsequent Tranche Closings unless and until such stockholder approval has been obtained.

Pursuant to the Preferred Purchase Agreement, subject to certain exceptions, for so long as any shares of Series B Preferred remain outstanding (the “ROFR Period”), the Series B Preferred Investor will have a right of first refusal to with respect to any investment proposed to be made by any other person for each and every future variable rate transaction during the ROFR Period. Additionally, subject to certain exceptions, for so long as the Series B Preferred Investor holds any shares of Series B Preferred, Warrants, or shares of Common Stock issued upon conversion of the Series B Preferred or exercise of the Warrants, the Series B Preferred Investor shall have the right to participate in any subsequent financing for up to 20% of such financing. Moreover, for so long as any shares of Series B Preferred remain outstanding, subject to certain exceptions, the Series B Preferred Investor shall have the right to require us to use 25% of the proceeds received by us from any future financing to redeem any shares of Series B Preferred held by the Series B Preferred Investor in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Series B Certificate of Designation”).

The Preferred Purchase Agreement contains certain termination rights, representations, warranties, covenants and events of default. The Purchase Agreement will automatically terminate if any Tranche Closing has not occurred prior to December 31, 2025.

The Series B Preferred Investor has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our Common Stock during any time prior to the termination of the Preferred Purchase Agreement.

In connection with the Purchase Agreement, we also entered into a registration rights agreement with the Series B Preferred Investor, pursuant to which we agreed to file with the Commission a registration statement registering the shares of common stock issuable upon conversion of the shares of Series B Preferred and exercise of the Warrants for resale by the Series B Preferred Investor.

Pursuant to the Preferred Purchase Agreement, we agreed to hold a stockholders’ meeting to submit the approval of the conversion of shares of the shares of our Series B Preferred and exercise of the Warrants that may be issued to the Series B Preferred Investor pursuant to the Preferred Purchase Agreement, in accordance with the rules of the Nasdaq Stock Market LLC, as soon a reasonably practicable after execution of the Preferred Purchase Agreement. If the requisite stockholder approval is not obtained at the Annual Meeting, then we shall convene additional stockholder meetings every 120 days thereafter until the requisite stockholder approval is obtained.

Summary of Terms of the Series B Preferred

The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred are set forth in the Series B Certificate of Designation. The Series B Certificate of Designation authorizes 8,400 shares of Series B Preferred. A summary of the principal terms of the Series A Preferred are set forth below:

Ranking. The Series B Preferred ranks senior to our Common Stock and Series A Preferred stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Dividends. The holders of outstanding shares of Series B Preferred shall be entitled to cumulative dividends at an annual rate of 10% of the Stated Value (as defined below) per share. Dividends shall accrue from the date of each such Tranche Closing, and for as long as any shares of Series B Preferred remain issued and outstanding and are payable quarterly in arrears. At the Company’s option, dividends on the Series B Preferred may be paid in (i) cash, (ii) by adding the amount of dividends payable on such date to the aggregate Stated Value of such Holder’s shares of Series B Preferred Stock (“PIK Dividends”), or (iii) any combination of cash and PIK Dividends. The “Stated Value” shall mean $1,000 per share, subject to adjustment in the event of any stock dividend (including PIK Dividends), stock split, combination, recapitalization, or other similar event affecting such shares.

Voting. Except as otherwise provided by the Series B Certificate of Designation or required by law, the Series B Preferred does not have voting rights. However, as long as any shares of Series B Preferred are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series B Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred or alter or amend the Series B Certificate of Designation, amend or repeal any provision of, or add any provision to, our Charter or Bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred, (ii) issue further shares of Series B Preferred, or (iii) enter into any agreement with respect to any of the foregoing.

Conversion. Subject to certain beneficial ownership limitations and, until such date that stockholder approval in accordance with the listing rules of the Nasdaq Stock Market is obtained, the Series B Exchange Cap, at any time after the issuance date, each holder of Series B Preferred shall have the right, at such holder’s option, to convert any or all of the shares of Series B Preferred held by such holder into fully paid and nonassessable shares of Common Stock. The number of shares of Common Stock issuable upon conversion of each share of Series B Preferred shall be equal to the quotient obtained by dividing (i) the Stated Value of such share of Series B Preferred plus all accrued and unpaid dividends thereon by (ii) the Conversion Price (as defined below) in effect on the date of conversion. The conversion price (the “Conversion Price”) in effect on any conversion date shall be equal to 90% of the lowest closing VWAP of our Common Stock on the Nasdaq Capital Market for the five trading days immediately preceding the date of the conversion notice delivered by the holder, subject to adjustment, provide, however, that in no event shall the Conversion Price be lower than $1.294 per share (the “Floor Price”), subject to adjustment.

Liquidation. In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets, funds, or proceeds available for distribution of the Company to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series B Preferred upon liquidation, by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value plus all accrued and unpaid dividends thereon or (ii) the amount that such Holder would receive if such Holder converted all of its shares of Series B Preferred into common stock immediately prior to such liquidation, dissolution or winding up.

Redemption. The Company may, at any time and in its sole discretion, request to redeem all or any portion of the outstanding shares of Series B Preferred at a price equal to 115% of the Stated Value plus all accrued and unpaid dividends thereon by providing the holder at least 10 days prior written notice, during which 10 day period the holder thereof shall have the right to convert such holder’s shares of Series B Preferred into shares of Common Stock. Upon the closing of any equity or equity-linked financing by the Company after the issuance date, the holder shall have the right, but not the obligation, to require the Company to redeem, out of the proceeds of such financing, up to 25% of the aggregate amount of net proceeds raised in the financing, outstanding shares of Series B Preferred at a per share price equal to the Stated Value plus all accrued and unpaid dividends thereon, provided that such right shall expire 5 days after the holder receives notice from the Company of the consumption of a financing.

Nasdaq Stockholder Approval Requirement; Reasons for Stockholder Approval 

Under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the sale, issuance, or potential issuance by a listed company, in a transaction other than a public offering, of shares of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock outstanding or 20% or more of the voting power outstanding before the issuance for a price that is less than the Minimum Price. Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.

As discussed above, the price at which the shares of Series B Preferred that we shall issue to the Series B Preferred Investor shall convert into shares of our Common Stock shall be equal to 90% of the lowest closing VWAP of our Common Stock on the Nasdaq Capital Market for the five trading days immediately preceding the date of the conversion notice delivered by the holder. Additionally, the exercise price of the Warrants shall be equal to the average closing price of our Common Stock during the prior five trading days preceding each Tranche Closing (subject to certain adjustments, including downward adjustment in the event that we issue Warrants to the Series B Preferred Investor that have a lower exercise price in connection with a subsequent Tranche Closing). As a result of the formulas that will be used to determine the applicable Conversion Price for the shares of Series B Preferred and the exercise price of the Warrants that we will issue pursuant to Preferred Purchase Agreement, it is possible that we may issue shares of our Common Stock upon conversion of the shares of Series B Preferred and exercise of the Warrants at a price below the Minimum Price in the future. Accordingly, we are seeking stockholder approval of this Proposal 5 in order to permit us to issue shares of Common Stock in excess of the Preferred Offering Share Cap to the Series B Preferred Investor upon conversion of the shares of the Series B Preferred and exercise of the Warrants at a price below the Minimum Price. As a result of the foregoing, and in order to comply with our obligations under the Preferred Purchase Agreement and to allow us to fully utilize the Preferred Purchase Agreement, we are seeking stockholder approval of the elimination of the Preferred Offering Share Cap, in accordance with Nasdaq Listing Rule 5635(d).

Potential Effects of this Proposal

In the event that our stockholders approve this Proposal 5 at the Annual Meeting, the Preferred Offering Share Cap will be eliminated and, subject to certain beneficial ownership limitations and certain other conditions, the Series B Preferred Investor will have the right to convert the shares of Series B Preferred and exercise the Warrants we issue to it pursuant to the Preferred Purchase Agreement. Additionally, receipt of stockholder approval of this Proposal 5 at the Annual Meeting is necessary in order for us to complete the Second and subsequent Tranche Closing pursuant to the Preferred Purchase Agreement. This would allow us to access up to the full $8,400,000 of capital provided for pursuant to the Preferred Purchase Agreement, excluding any additional proceeds that we would receive in the event that the Series B Preferred Investor exercises its Warrants, on favorable terms. Access to such financing would provide much needed working capital for the purpose of growing our business and the development of our product candidates.

Because the number of shares of Common Stock that we may issue upon conversion of the shares of Series B Preferred and exercise of the Warrants that we may issue to the Series B Preferred Investor pursuant to the Preferred Purchase Agreement will be determined at the time of conversion of shares of the Series B Preferred and issuance of the Warrants, respectively, based upon the VWAP and closing price of our Common Stock (as described in additional detail above), we cannot predict the number of shares of our Common Stock that may be issued upon conversion of the shares of Series B Preferred and/or exercise of the Warrants we may issue to the Series B Preferred Investor pursuant to the Preferred Purchase Agreement. The issuance of shares of Common Stock upon conversion of shares of the Series B Preferred and exercise of the Warrants will not affect the rights of the holders of outstanding Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of our Common Stock or in greater price volatility.

We are not seeking the approval of stockholders to authorize entry into the Preferred Purchase Agreement, as we have already done so, and such agreement is already binding on the Company.

In the event that our stockholders do not approve this Proposal 5 at the Annual Meeting, unless the Series B Preferred holder elects to waive the relevant conditions to closing, our access to capital pursuant to the Preferred Purchase Agreement will be limited to the $700,000 we shall receive in connection with the initial Tranche Closing and we will not be able to complete any of the other Tranche Closings. If we cannot complete any of the other Tranche Closings, we may need to raise additional capital through other sales of our equity securities, which may not be available if and when we need it, may be on terms less favorable to us and could result in significant dilution to our stockholders. The failure of our stockholders to approve this Proposal 5 could severely limit our ability to raise additional capital.

Additionally, in the event that our stockholders do not approve this Proposal 5 at the Annual Meeting, we will be required to convene and hold special meetings of our stockholders every 120 days after the Annual Meeting until the requisite stockholder approval is obtained. The process of continuing to hold stockholder meetings to obtain the requisite stockholder approval would cause us to incur significant legal expenses and would divert our management’s attention from the operation of our business, which could materially harm our business.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the adjournment of the Annual Meeting pursuant to this Proposal 5. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 5. This Proposal 5 is a non-routine proposal on which a broker or other nominee does not have discretionary authority to vote. Broker non-votes will not affect the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK UPON CONVERSION OF THOSE SHARES OF SERIES B PREFERRED AND EXERCISE OF THOSE WARRANTS THAT WE MAY IN THE FUTURE ISSUE TO THE SERIES B PREFERRED INVESTOR PURSUANT TO THE PREFERRED PURCHASE AGREEMENT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)

PROPOSAL 6

APPROVAL OF THE SALE AND ISSUANCE OF SHARES OF OUR COMMON STOCK TO MAST HILL PURSUANT TO THE EQUITY LINE OF CREDIT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)

General 

We are asking our stockholders to approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of more than 19.99% of the number of shares of our Common Stock outstanding as of March 18, 2025 (the “ELOC Share Cap”) pursuant to the Equity Line of Credit we entered into with Mast Hill on March 18, 2025, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right, but not the obligation, to sell to Mast Hill up to $25,000,000 shares of Common Stock from time to time over the 24-month term of the Equity Line of Credit.

On March 18, 2025, immediately prior to execution of the Equity Line of Credit, there were 620,137 shares of our Common Stock issued and outstanding. Pursuant to Nasdaq Listing Rule 5635(d), we must obtain stockholder approval prior to the issuance of more than 123,965 shares of our Common Stock, equal to 19.99% of the number of shares of our Common Stock outstanding as of March 18, 2025, at a price per share below the Minimum Price pursuant to the Equity Line of Credit. As a result, unless and until such stockholder approval is obtained, we may not sell and issue more than an aggregate of 123,965 shares of Common Stock, which includes the 29,800 shares of Common Stock we issued to Mast Hill on March 18, 2025 as Commitment Shares (as discussed below), to Mast Hill pursuant to the Equity Line of Credit.

As of May 14, 2025, we had only issued the 29,800 Commitment Shares to Mast Hill pursuant to the Equity Line of Credit. As a result, we have the ability to sell and issue an aggregate of 94,165 additional shares of Common Stock to Mast Hill pursuant to the Equity Line of Credit prior to receipt of stockholder approval of the elimination of the ELOC Share Cap.

Equity Line of Credit

On March 18, 2025, we entered into the Equity Line of Credit with Mast Hill, pursuant to which, subject to certain conditions precedent and other limitations, including stockholder approval of elimination of the ELOC Share Cap with respect to the sale and issuance of shares in excess of the ELOC Share Cap, we will have the right, but not the obligation, to sell to Mast Hill, and Mast Hill will have the obligation to purchase from us, up to $25,000,000 (the “Maximum Commitment Amount”) shares of our Common Stock (the “Put Shares”), from time to time over the term of the Equity Line of Credit.

Unless earlier terminated, the Equity Line of Credit will remain in effect until the earlier of March 18, 2027 or the date on which Mast Hill has purchased the Maximum Commitment Amount (the “Commitment Period”). We have the right to terminate the Purchase Agreement at any time, subject to limitations set forth in the Purchase Agreement.

During the Commitment Period, we will have the right, but not the obligation, to direct Mast Hill to purchase the Put Shares by delivering written notice to Mast Hill (a “Put Notice”) on any trading day (the “Put Date”) to purchase a number of Put Shares pursuant to a formula set forth in the Equity Line of Credit. The purchase price for the Put Shares under the Purchase Agreement will be equal to 95% of the lowest VWAP of our Common Stock on the Nasdaq Capital Market on any trading day during the pricing period, and the pricing period for each sale of Put Shares will be the five trading days immediately after receipt of the Put Shares by Mast Hill, subject to adjustment as provided in the Equity Line of Credit.

Each Put Notice shall direct Mast Hill to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a maximum amount up to $500,000, provide further that the number of Put Shares in each respective Put shall not exceed 100% of the average trading volume of our Common Stock during the five trading days immediately preceding the date of the Put Notice. Mast Hill’s obligation to purchase Put Shares is subject to a 4.99% beneficial ownership blocker. Additionally, pursuant to the Purchase Agreement, we may not sell or issue to Mast Hill more than 123,965 shares of our Common Stock (including the Commitment Shares), representing 19.99% of the number of shares of our common stock issued and outstanding immediately prior to execution of the Equity Line of Credit (the ELOC Share Cap), unless and until we obtain stockholder approval to issue additional shares, in accordance with applicable Nasdaq rules.

Actual sales of shares of our Common Stock, if any, to Mast Hill under the Equity Line of Credit will depend on a variety of factors to be determined by the us from time to time, including, among others, market conditions, the trading price of our Common Stock and determinations by us as to the appropriate sources of funding for the Company and our operations. The net proceeds to the Company from sales of our common stock to Mast Hill under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares to Mast Hill under the Purchase Agreement.

As consideration for Mast Hill’s commitment to purchase shares of our Common Stock under the Equity Line of Credit, we issued Mast Hill 29,800 restricted shares of Common Stock (the “Commitment Shares”) following the execution of the Equity Line of Credit.

In connection with the Equity Line of Credit, we entered into a registration rights agreement with Mast Hill, pursuant to which we agreed to register for resale under the Securities Act the shares of our Common Stock that may be issued to Mast Hill under the Equity Line of Credit, including the Commitment Shares. We filed the registration statement with the Commission on May 5, 2025 and it was declared effective by the Commission on May 13, 2025.

We do not know what the purchase price for our Common Stock will be, and therefore cannot be certain as to the number of shares of Common Stock that we might sell and issue to Mast Hill under the Equity Line of Credit if our stockholders approve this Proposal 6 at the Annual Meeting.

Nasdaq Stockholder Approval Requirement; Reasons for Stockholder Approval

Under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the sale, issuance, or potential issuance by a listed company, in a transaction other than a public offering, of shares of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock outstanding or 20% or more of the voting power outstanding before the issuance for a price that is less than the Minimum Price. Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.

As discussed above, pursuant to the Equity Line of Credit, we have the right, but not the obligation to cause Mast Hill to purchase up to $25,000,000 shares of our Common Stock; provided, however, that because the price at which we have a right to sell shares of Common Stock to Mast Hill pursuant to the Equity Line of Credit is less than the Minimum Price, unless and until we obtain stockholder approval to sell and issue a number of shares of Common Stock in excess of the ELOC Share Cap, the number of shares that we may be able to sell will be significantly less than $25 million. As a result of the foregoing, in order to provide us with the most flexibility to raise additional capital under the Equity Line of Credit, we are seeking stockholder approval of the elimination of the ELOC Share Cap, in accordance with Nasdaq Listing Rule 5635(d).

Potential Effects of this Proposal

In the event that our stockholders approve this Proposal 6 at the Annual Meeting, the ELOC Share Cap will be eliminated and, subject to certain beneficial ownership limitations and certain other conditions, we will have the option to sell and issue the maximum number of shares of Common Stock issuable pursuant to the Equity Line of Credit (up to $25,000,000 shares of Common Stock) to Mast Hill, which would exceed 19.99% of our issued and outstanding shares of common stock as of the date we executed the Equity Line of Credit. This would allow the Company to access capital quickly and on favorable terms if and when needed in order to pursue its business growth and development of its product candidates.

As of May 14, 2025, we have issued 29,800 shares of Common Stock to Mast Hill as Commitment Shares; we have not sold any other shares of Common Stock. We may, from time to time prior to receipt of stockholder approval, sell up to an aggregate of 94,165 shares of our Common Stock (in addition to the Commitment Shares) under the Equity Line of Credit, which is equal to 19.99% of the number of shares of our Common Stock outstanding as of March 18, 2025. Assuming our stockholders approve this Proposal 6 at the Annual Meeting, we may, at our election, sell and issue up to an aggregate of $25,000,000 shares of Common Stock to Mast Hill under the Equity Line of Credit. Because the Share Price to be paid by Mast Hill for each share of Common Stock at each Closing shall be equal to 95% of the lowest VWAP of Common Stock on any trading day during the pricing period, the number of shares of Common Stock that we may sell pursuant to the Equity Line of Credit will depend on the VWAP of our Common Stock as of each Closing and we cannot predict the number of shares of Common Stock that we may issue pursuant to the Equity Line of Credit in the future, or the price at which we may issue such shares. However, the issuance of shares of Common Stock that we may sell to Mast Hill pursuant to the Equity Line of Credit could result in significant dilution to our holders of our Common Stock.

Any shares of Common Stock that we sell and issue under the Equity Line of Credit will have the same rights and privileges as the shares of our currently outstanding Common Stock. The issuance of such shares will not affect the rights of the holders of outstanding Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of our Common Stock or in greater price volatility.

We are not seeking the approval of stockholders to authorize entry into the Equity Line of Credit, as we have already done so, and such agreement is already binding on the Company.

In the event that our stockholders do not approve this Proposal 6 at the Annual Meeting, we will be severely limited in the value of the shares of Common Stock that we can sell and issue under the Equity Line of Credit. If we cannot utilize the Equity Line of Credit, we may need to raise additional capital through other sales of our equity securities, which may not be available if and when we need it, may be on terms less favorable to us and could result in significant dilution to our stockholders. The failure of our stockholders to approve this Proposal 6 could severely limit our ability to raise additional capital.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the adjournment of the Annual Meeting pursuant to this Proposal 6. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 6. This Proposal 6 is a non-routine proposal on which a broker or other nominee does not have discretionary authority to vote. Broker non-votes will not affect the outcome of the vote on this proposal.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE SALE AND ISSUANCE OF SHARES OF OUR COMMON STOCK TO MAST HILL PURSUANT TO THE EQUITY LINE OF CREDIT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)

PROPOSAL 7

ADJOURNMENT OF THE ANNUAL MEETING

General

Our stockholders may be asked to consider and act upon one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any of the proposals set forth in this Proxy Statement.

If a quorum is not present at the Annual Meeting, our stockholders may be asked to vote on this proposal to adjourn the Annual Meeting to solicit additional proxies. If a quorum is present at the Annual Meeting, but there are not sufficient votes at the time of the Annual Meeting to approve any of the foregoing proposals, our stockholders may also be asked to vote on this proposal to approve the adjournment of the Annual Meeting, in full or in part, to permit further solicitation of proxies in favor of any of the proposals.

If this adjournment proposal is submitted for a vote at the Annual Meeting, and if our stockholders vote to approve the adjournment proposal, the Annual Meeting may be adjourned, in full or in part, to another place, or a later date or dates, to enable us to solicit additional proxies in favor of any of the proposals. If the adjournment proposal is approved, and the Annual Meeting is adjourned, we will use the additional time to solicit additional proxies in favor of the relevant proposals to be presented at the Annual Meeting, including the solicitation of proxies from stockholders that have previously voted against any of the proposals.

Our Board believes that, if the number of shares of our Common Stock voting in favor of any of the proposals at the Annual Meeting is insufficient to approve such proposals, it is in the best interests of our stockholders to enable us, if we so choose and for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of such proposals. Any signed proxies received by us in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. If the Annual Meeting is adjourned, in full or in part, the time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken. Any adjournment of the Annual Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Annual Meeting, as adjourned or postponed.

Vote Required

The affirmative (“FOR”) vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve the adjournment of the Annual Meeting pursuant to this Proposal 7. Abstentions, if any, will be treated as shares that are present and entitled to vote on this proposal, and will therefore be treated as a vote “AGAINST” this Proposal 7. In the event that there are any broker non-votes, they will not affect the outcome of the vote on this Proposal 7. However, because we believe that this Proposal 7 will be treated as a routine matter on which a broker or other nominee has discretionary authority to vote, we do not expect to receive any broker non-votes with respect to this Proposal 7.

RECOMMENDATION OF THE BOARD

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE FOR THE ADJOURNMENT OF THE ANNUAL MEETING PURSUANT TO THIS PROPOSAL 7, TO ANOTHER PLACE, DATE OR TIME, IF DEEMED NECESSARY OR APPROPRIATE

BOARD MATTERS AND CORPORATE GOVERNANCE

Our Board

As discussed in Proposal 1, above, the Board has nominated Ms. Christina Valauri as our Class I director, to be elected to serve for a period of three years or until her successor is elected and qualified, subject to her earlier death, resignation or removal.

The below table and narrative disclosures include information about our current directors, including our Class II and Class III directors, which Class II and Class III directors are not up for election or re-election at this Annual Meeting.

To our knowledge, there are currently no legal proceedings, and during the past ten years there have been no legal proceedings, that we believe are required to be disclosed pursuant to Item 4.01(f) of Regulation S-K.

Jennifer Ernst is a co-founder and has served as our Chief Executive Officer and as a director since September 2016; she also served as our Chief Financial Officer from September 2016 to July 2021. Previously, Ms. Ernst served as the Chief Executive Officer of the U.S. subsidiary of Thin Film Electronics ASA from April 2011 to December 2015. Ms. Ernst also served as the Chief Strategy Officer of Thin Film Electronics ASA from January 2014 to December 2015, where she established and guided the strategic planning process across all business functions and four separate product lines. Ms. Ernst also worked for Xerox PARC for over 20 years, where she held multiple go-to-market roles, including as the Director of Business Development. Ms. Ernst previously served as a director of FlexTech Alliance, the U.S. national consortium for flexible and printed electronics, for four years, including one year as the Chair. Ms. Ernst earned a Bachelor of Arts in Broadcast Communication Arts from San Francisco University and a Master of Business Administration degree from Santa Clara University.

Sheryle Bolton has served as a director on our Board since July 16, 2019, and as Chair of the Board since August 18, 2021. She is an experienced serial technology entrepreneur, public company chief executive officer, corporate executive, speaker, board member, and investor. Ms. Bolton has been a corporate executive in financial services, media, and health care and has served on the boards of private and public corporations, ranging from large groups of mutual funds to technology and finance companies, as well as non-profits, including an NGO, where she served as Chair of the audit committee, focused on financing small businesses in Asia and Sub-Saharan Africa and Berry College, a private college with an internationally known work-study program. Ms. Bolton previously worked in private equity investing as an investment banker at Merrill Lynch Capital Markets, as Director of Strategy at Home Box Office and in asset management at Rockefeller & Co. In her roles as Chief Executive Officer, she raised significant funding for several start-ups from angels, venture capital, and the public and institutional markets. She previously served as Chief Executive Officer of Scientific Learning Corporation, a health care and educational technology company, where she led the company from pre-product to IPO with venture funding from Warburg Pincus. She also served as Chief Executive Officer and Chair of the public company after completion of their IPO. She has served as a board member for more than forty Scudder-Kemper mutual funds. From 2015 to 2021, Ms. Bolton was an adjunct Professor of Practice at Hult International Business School, where she taught entrepreneurship and finance courses in graduate and undergraduate programs. She has also been an invited speaker on business and entrepreneurship in the U.S., Asia, the Pacific Rim, Latin America, and Europe. Harvard Business School recognized Ms. Bolton as one of its most influential female graduates in Silicon Valley and the San Francisco Bay Area. She was a recipient of the first Springboard All-Women’s IPO Class award, formerly served as Chair of Watermark, the largest organization in Silicon Valley for female executives and entrepreneurs, and is a recipient of the “A Woman Who Made Her Mark” award, among many other honors and recognition. Ms. Bolton started her career as a Peace Corps Volunteer in Africa. She holds a Bachelor of Arts and a Master of Arts in English and Linguistics, respectively, from the University of Georgia and a Master of Business Administration from Harvard Business School.

Christina Valauri - See biographical information set forth above under “Proposal 1—Election of Class I Director.”

Dean Zikria has served as a director on our Board since July 10, 2019. Mr. Zikria brings deep industry experience in allergy and asthma as well as other chronic diseases to the Board, as well as experience in strategic planning, scenario planning and analysis, and mergers and acquisitions, including sourcing, transactions and integration. Since August 2019, Mr. Zikria has been the Founder, Chief Executive Officer and Chairman of Mind Machine LLC, a Silicon Valley based marketing/advertising agency focused on the MedTech industry. From May 2021 until January 2023, he served as the Chief Commercial Officer at Intuity Medical Inc., a Silicon Valley MedTech company launching a highly disruptive glucose meter in the diabetes industry. In addition, he has served as Chairman of DZ Advisors, LLC, a company founded by Mr. Zikria in 2017 that provides consulting and advisory services to the medtech, biotech, digital health and pharmaceutical industries; since inception, where he also served as President from December 2017 until May 31, 2021. Mr. Zikria has also served on the boards of the following privately held companies: AsthmaTek, Inc., a startup digital health company in the asthma space; LarmorBio, an invitro diagnostics company, from February 2025 to present; and Brev.Dev, Inc., a technology company developing a disruptive platform to aid developers, from February 2021 to July 2024. Mr. Zikria previously served as Chief Executive Officer of Spirosure Inc., a FeNO detection company for asthma diagnostics, from 2014 to 2017. Additionally, he previously served as head of global marketing for Johnson & Johnson’s Animas Corporation within their medical device & diagnostics division. He was head of strategy for Pfizer Pharmaceuticals U.S. Cardiovascular Unit, a division with approximately $7 billion in annual revenues. Mr. Zikria holds a Bachelor of Science in Biology from Rutgers University: Cook College and a Master of Business Administration from Rutgers Graduate School of Management.

Board and Stockholder Meetings and Attendance

Our Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. The entire Board selects, evaluates and provides for the succession of executive officers and, subject to stockholder election and the recommendations of our Nominations and Corporate Governance Committee, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.

During the year ended December 31, 2024, there were five formal Board meetings, various informal meetings and various actions were approved by unanimous written consent. None of our directors attended fewer than 75% of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the time each such individual director was serving as a director. We encourage, but do not require, our directors to attend our annual meetings of stockholders. All four of the Company’s then-serving directors attended our 2024 annual meeting of stockholders.

Composition of our Board

Our business and affairs are managed under the direction of our Board. The number of directors is fixed by our Board, subject to the terms of our Charter and Bylaws, which include a requirement that the number of directors be fixed exclusively by a resolution adopted by directors constituting a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. The size of our Board is currently fixed at five directors, with one vacancy.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, our Nominations and Corporate Governance Committee and the full Board focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Independence

The Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominations committees be independent, or, if a listed company has no nominations committee, that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors. The Nasdaq rules further require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees, and that neither the director nor any of his or her family members have engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

After reviewing the independence of our directors, our Board has affirmatively determined that each of Dean Zikria, Sheryle Bolton, and Christina Valauri qualify as an independent director, as defined under the applicable corporate governance standards of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Committees of the Board

Our Board has three standing committees, the Audit and Risk Committee, the Compensation Committee, and the Nominations and Corporate Governance Committee, to assist it with the performance of its responsibilities. The Board designates the members of these committees and the committee chairs based on the recommendation of the Nominations and Corporate Governance Committee. The Board has adopted written charters for each of these committees, all of which can be found on our corporate website at https://tivichealth.com/investor/. The chair of each committee develops the agenda for that committee and determines the frequency and length of committee meetings.

Audit and Risk Committee

Our Board has established an Audit and Risk Committee which consists of three independent directors, Dean Zikria, Sheryle Bolton and Christina Valauri, with Sheryle Bolton serving as the Chairperson. The Board has determined that each member of the Audit and Risk Committee meets the independence requirements of Rule 10A-3 of the Exchange Act and the applicable rules of Nasdaq, and has sufficient knowledge in financial and auditing matters to serve on the Audit and Risk Committee. The committee’s primary duties include:

The Board has determined that Sheryle Bolton is an “audit committee financial expert,” as that term is defined in the rules promulgated by the Commission pursuant to the Sarbanes-Oxley Act. The Board has further determined that each of the members of the Audit and Risk Committee is financially literate and that at least one member of the committee has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment.

During the year ended December 31, 2024, our Audit and Risk Committee held five formal meetings and various informal meetings and various actions were approved by unanimous written consent.

Compensation Committee

Our Board has established a Compensation Committee, which currently consists of three independent directors (as defined under the general independence standards of Nasdaq and our Corporate Governance Guidelines): Dean Zikria, Sheryle Bolton and Christina Valauri, with Sheryle Bolton serving as the Chairperson. The Board has determined that each member of the Compensation Committee is a “non-employee” director, within the meaning of Rule 16b of the Exchange Act and meets the independence requirements set forth in the applicable rules of Nasdaq. The committee’s primary duties include:

Our Compensation Committee determines and approves elements of executive officer compensation, except that compensation of our chief executive officer and interim chief financial officer will be subject to review and approval by the Board. It also provides recommendations to the Board with respect to non-employee director compensation. The Compensation Committee may not delegate its authority to any other person, other than to a subcommittee.

During the year ended December 31, 2024, our Compensation Committee held seven formal meetings and various informal meetings and various actions were approved by unanimous written consent.

Nominations and Corporate Governance Committee

Our Board has also established a Nominations and Corporate Governance Committee, which currently consists of three independent directors: Dean Zikria, Sheryle Bolton and Christina Valauri, with Christina Valauri serving as Chairperson. The committee’s primary duties include:

During the year ended December 31, 2024, our Nominations and Corporate Governance Committee held five formal meetings and various informal meetings and various actions were approved by unanimous written consent.

Report of the Audit and Risk Committee of the Board of Directors

The Audit and Risk Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit and Risk Committee reviewed the audited financial statements in the Company’s Annual Report with management, including engaging in a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effect of any new accounting pronouncements.

The Audit and Risk Committee reviewed with RRBB, which is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit and Risk Committee under the applicable requirements of the Public Company Accounting Oversight Board and the Commission. In addition, the Audit and Risk Committee has discussed with RRBB its independence from management and the Company, has received from RRBB the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding RRBB’s communications with the Audit and Risk Committee concerning independence, and has considered the compatibility of non-audit services with the auditors’ independence.

The Audit and Risk Committee met with RRBB to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the Company’s financial reporting. RRBB, as the Company’s independent registered public accounting firm, also periodically updates the Audit and Risk Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit and Risk Committee’s meetings with RRBB were held with and without management present. The Audit and Risk Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit and Risk Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit and Risk Committee has recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the year ended December 31, 2024. The Audit and Risk Committee and the Board also have recommended that the ratification of the appointment of RRBB as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 be submitted as a proposal at the Annual Meeting.

The Audit and Risk Committee reviews and assesses the adequacy of its charter on an annual basis. While the Audit and Risk Committee believes that the charter in its present form is adequate, it may in the future recommend to the Board amendments to the charter as it may deem necessary or appropriate.

Board Diversity

Our Nominations and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominations and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

Currently, our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Although we do not have a formal diversity policy in place, our Board values diversity and supports having directors of diverse gender, race, and ethnicity, along with varied skills and experiences.

Board Leadership Structure

Our Board currently consists of four directors. The positions of Chairperson of the Board and Chief Executive Officer are currently separated. Our Board does not have a policy regarding the separation of the roles of Chairperson of the Board and Chief Executive Officer, as our Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. We believe that the current structure is appropriate at this time in that it enables Ms. Ernst to focus on her role as Chief Executive Officer of the Company, while enabling Ms. Bolton, Chairperson of the Board, to continue to provide leadership on policy at the Board level. For these reasons, our Board has concluded that our current leadership structure is appropriate at this time for the size and scope of operations of a company of our size. Our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate to ensure the interests of the Company and our stockholders are best served.

Board’s Role in Risk Management

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Our Board, together with our Audit and Risk Committee, administers risk management oversight. Additionally, the standing committees of the Board address risks inherent in their respective areas of oversight. Our management is responsible for day-to-day management of risk. The Board regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

Our Audit and Risk Committee reviews information regarding liquidity and operations and oversees our management of financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit and Risk Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Periodically, the Audit and Risk Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit and Risk Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs have the potential to encourage excessive risk-taking. The Nominations and Corporate Governance Committee reviews compliance with external and internal policies, procedures, and practices consistent with our Charter and Bylaws.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and members of our management team about such risks. Matters of significant strategic risk and enterprise-wide risk exposures are considered by our Board as a whole. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Stockholder Communications with the Board

Stockholders seeking to communicate with members of the Board should submit their written comments to Tivic Health Systems, Inc., 47685 Lakeview Blvd., Fremont, California 94538, Attn: Secretary. Our Secretary will forward such communications to each member of the Board; provided that, if in the opinion of our Secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion) or specific committees of the Board, as applicable.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Business Conduct and Ethics is available on the investor relations section of our corporate website. We will also provide a copy, free of charge, to any stockholder upon written request to Tivic Health Systems, Inc., 47685 Lakeview Blvd., Fremont, California 94538. We intend to disclose any amendments to the code, or any waivers of its requirements, on our corporate website or in a Current Report on Form 8-K.

Insider Trading Policy

The Company has adopted the Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of its securities by its directors, officers and employees that it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to the Annual Report.

Anti-Hedging Policy

Our Insider Trading Policy prohibits our directors, officers and employees, and any entities they control, from engaging in transactions in publicly traded options related to the Company’s equity securities that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

Family Relationships

There are no family relationships between or among our directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

DIRECTOR COMPENSATION

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board for the year ended December 31, 2024.

On December 16, 2021, our Board, upon recommendation of the Compensation Committee, approved an annual compensation plan for our Board (the “Board Compensation Plan”), which Board Compensation Plan is still in effect. In accordance with the Board Compensation Plan, directors of the Company will be entitled to receive the following annual compensation, which amounts will be paid in equal quarterly installments in accordance with our policies:

To the extent that an individual serves as a director, committee member or committee chair for a portion of the year, they shall be entitled to a pro rata portion of the compensation set forth above for the portion of the year that they serve in such role.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Officers

The following table sets forth the names, ages, and positions of our executive officers as of May 14, 2025. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs. Mr. Handley was hired as our Chief Operating Officer and President of Tivic Biopharma in connection with, and pursuant to, the License Agreement entered into with Statera in February 2025. Other that with respect to Mr. Handley, there are no arrangements or understandings between any executive officer and any other person pursuant to which any executive officer was or is to be selected as a an executive officer.

Jennifer Ernst—See biographical information set forth above under “Board Matters and Corporate Governance – Our Board.”

Lisa Wolf currently serves as our Interim Chief Financial Officer, a role she has held since October 1, 2024. Ms. Wolf brings over 30 years of experience in public accounting and private industry, including for both public and private companies spanning multiple industries. Ms. Wolf has played a key role in supporting the Company’s accounting and Securities and Exchange Commission reporting functions on an out-sourced basis since June 2022, when she joined Murdock Martell as Vice President. In addition to her role as interim Chief Financial Officer of the Company, Ms. Wolf served as Vice President at Murdock Martell from June 2022 to April 2025. Murdock Martell is a consulting and recruiting firm offering cutting-edge finance, accounting and human relations solutions focused primarily on life science and technology sectors. Prior to joining Murdock Martell, Ms. Wolf spent eight years at Resonant, Inc. (Nasdaq: RESN), a micro-cap public technology company that was acquired by Murata Electronics North America, Inc. in March 2022, initially serving as Vice President of Finance and then Chief Accounting Officer of Resonant, Inc. Ms. Wolf holds a Bachelor of Science in Business Administration from California State University, Northridge and earned her CPA while working at Arthur Andersen.

Blake Gurfein, PhD serves as our Chief Scientific Officer, a role that he has held since March 2019, prior to which he served as our Vice President of Research commencing in January 2018. Dr. Gurfein leads our clinical and scientific research. In addition to his full-time role with the Company, he has also served as an Adjunct Assistant Professor of Medicine at the University of California San Francisco since 2012. He also founded Humanity Neurotech, a neurotechnology company developing safe and effective treatments for brain conditions, in 2022. Dr. Gurfein is an expert in neuromodulation device development and has served as a research executive and consultant for several medical device and pharma companies, including as Chief Scientific Officer of Rio Grande Neurosciences from 2014 to 2017 and as a Medical Writer for EMD Serono/Pfizer in 2012. Dr. Gurfein’s prior research in neuroscience and immunology was funded by the National Institutes of Health and philanthropic donors, yielding high-impact journal publications. Dr. Gurfein has a Ph.D. in Neuroscience from the Icahn School of Medicine at Mount Sinai and an Sc.B. in Neuroscience from Brown University. He also completed a postdoctoral fellowship in neuroimmunology at the University of California, San Francisco.

Michael Handley has served as our Chief Operating Officer and President of Tivic Biopharma since February 18, 2025. Mr. Handley also holds the title of President of Tivic Biopharma. Prior to joining the Company, from July 2021 until February 2025, Mr. Handley served as President, Chief Executive Officer and Chairman of Statera. From July 2019 to March 2020, he served as the Chief Executive Officer and a director of Immune Therapeutics. Prior to that, from 2012 to 2018, Mr. Handley served as the Chief Executive Officer and a director of Armis Biopharma, a development-stage healthcare company, where Mr. Handley was responsible for day-to-day operations, executing a profitable growth strategy, obtaining global product approvals, overseeing intellectual property strategy, product commercialization, business development and financing. Mr. Handley founded Vessix Vascular, Inc. in 2011 and served as its Vice President of Clinical, Quality and Regulatory until 2012, when it was acquired. Mr. Handley also served as the Global Head of Regulatory at Acclarent, Inc. from 2010 to 2011 until it was acquired. Prior to that, he served in senior executive roles at Spectranetics (Nasdaq: SPNC), a medical device company, and Accelapure Corporation, a biotechnology company. Prior to beginning his business career, Mr. Handley spent several years in various consulting and drug development roles at the public biotech companies Genentech, Inc. (Nasdaq: DNA), Amgen Inc. (Nasdaq: AMGN) and Gliatech Inc. (formerly Nasdaq: GLIA). Mr. Handley graduated cum laude from Colorado State University with Bachelor of Science degrees in molecular biology, physiology and minors in chemistry, and neurobiology in 1995. Mr. Handley attended The Graziadio Business School of Pepperdine University for his Executive Master of Business Administration degree.

Overview

This section discusses the material components of the executive compensation program for our named executive officers who are named in the “Summary Compensation Table,” below. For the fiscal year ending December 31, 2024, our “named executive officers” and their positions were as follows:

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth, for the fiscal years ended December 31, 2024 and December 31, 2023, the dollar value of all cash and noncash compensation earned by our named executive officers, as set forth above.

Narrative to the Summary Compensation Table

Employment Agreements/Arrangements

As of the year ended December 31, 2024, we had executive offer letters in place with Jennifer Ernst, our Chief Executive Officer, and Blake Gurfein, our Chief Science Officer; as well as a consulting agreement with Lisa Wolf, our Interim Chief Financial Officer. Prior to her resignation, we had a consulting agreement in place with Kimberly Bambach for services she rendered in her capacity as Interim Chief Financial Officer of the Company. A summary of the material terms of such agreements is set forth below.

Currently, the annual compensation of each of our executive officers is determined by the Board. The named executive officers, with the exception of our Interim Chief Financial Officer, are also entitled to participate in the Company’s benefit plans, which benefits are generally available to all full-time employees.

Executive Offer Letter with Jennifer Ernst

On July 31, 2021, we entered into an executive offer letter with Jennifer Ernst. Pursuant to her executive offer letter, effective July 31, 2021, Ms. Ernst is entitled to a base salary of $275,000 and, commencing with the 2022 calendar year (payable in the first quarter of 2023), is eligible to receive, at the sole discretion of the Board, an annual end-of-year incentive bonus in an amount up to 40% of her base salary. The annual end-of-year incentive bonus, if earned, will be determined by the Board, in its sole discretion, and will be dependent upon the achievement of certain Company milestones and profitability, and such other milestones as the Board deems appropriate.

Ms. Ernst’s employment is “at will,” meaning that either she or the Company are entitled to terminate Ms. Ernst’s employment at any time and for any reason, with or without cause. In the event that her employment with the Company is terminated for any reason before December 31 of any given year, she will not be entitled to receive an annual end-of-year bonus. In the event that (i) Ms. Ernst elects to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employment for cause, or (iii) her employment is terminated as a result of her death of complete disability, then Ms. Ernst will not be entitled to receive any separation benefits. In the event that Ms. Ernst terminates her employment for good reason or the Company terminates her employment without cause, Ms. Ernst shall be entitled to receive severance in an amount equal to 1/12 of her base salary for a period of six months after termination, as well payment of COBRA premiums for her and her covered dependents for six months after termination.

Executive Offer Letter with Blake Gurfein

In January 2018, we entered into a standard at will offer letter with Blake Gurfein, which was amended in part in February 2019. Pursuant to his offer letter, Mr. Gurfein is entitled to a base salary of $350,000 per annum and is eligible to receive, at the sole discretion of the Board, an annual end-of-year incentive bonus in an amount up to 25% of his base salary. The annual end-of-year incentive bonus, if earned, will be determined by the Board, in its sole discretion, and will be based on subjective or objective criteria, as approved by the Board.

Mr. Gurfein’s employment is “at will,” meaning that either he or the Company are entitled to terminate Mr. Gurfein’s employment at any time and for any reason, with or without cause. In the event that his employment with the Company is terminated for any reason before December 31 of any given year, he will not be entitled to receive an annual end-of-year bonus. In the event that Mr. Gurfein’s employment terminates as a result of an involuntary Separation of Service (as defined in the regulations interpreting Section 409A of the Internal Revenue Code), other than for cause, Mr. Gurfein will be eligible to receive his full base salary for a period of six months after termination, as well as reimbursement for COBRA premiums him and his covered dependents for six months after termination. Notwithstanding the foregoing, such severance benefits shall be waived in the event that a Separation of Services occurs within 12 months of a change of control that results in proceeds to Mr. Gurfein of $2,000,000 or more.

Agreement with Kimberly Bambach

Kimberly Bambach was appointed as the Company’s Interim Chief Financial Officer, effective April 28, 2023, and was retained to provide such services as a non-employee consultant pursuant to a consulting agreement through the effective date of her resignation (October 1, 2024). Pursuant to such agreement, Ms. Bambach was entitled to receive $200 per hour for services provided in her capacity as Interim Chief Financial Officer. The agreement was to continue perpetually until such time as it was terminated by either party.

Agreement with Lisa Wolf

Effective October 1, 2024, Lisa Wolf was appointed as the Company’s Interim Chief Financial Officer and Principal Financial and Principal Accounting Officer. Ms. Wolf has been retained to provide such services as a non-employee consultant of the Company. In connection with her appointment as Interim Chief Financial Officer, the Company entered into a consulting agreement with Ms. Wolf, whereby Ms. Wolf is entitled to receive $275 per hour for services provided in her capacity as Interim Chief Financial Officer. The agreement shall continue perpetually until terminated by either party.

Compensation Recovery Policy

In November 2023, we adopted a compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with, and will be interpreted in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq Stock Market, including any interpretive guidance provided by Nasdaq. Under our Compensation Recovery Policy, in the event of an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Compensation Recovery Policy. Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive officer for purchasing insurance to cover any such loss.

Outstanding Equity Awards at Fiscal Year-End 2024

The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2024. See “Equity Incentive Plan Information,” below, for additional information regarding our equity incentive plans.

2017 Equity Incentive Plan

The Board adopted our 2017 Equity Inventive Plan (the “2017 Plan”) on April 13, 2017. The principal purpose of the 2017 Plan was to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The material terms of the 2017 Plan are summarized below.

In August 2021, the Board adopted and our stockholders approved the 2021 Plan, which became effective upon the completion of our IPO. Upon the effectiveness of the 2021 Plan, it replaced the 2017 Plan, except with respect to awards outstanding under the 2017 Plan, and no further awards may be granted under the 2017 Plan. Additionally, any awards that are canceled or expire under the 2017 Plan will not be reissued.

Share reserve. Under the 2017 Plan, 578 shares of our Common Stock were reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, restricted stock awards, and other stock-based awards. With respect to the share reserve under the 2017 Plan:

As noted above, upon the effectiveness of the 2021 Plan, it replaced the 2017 Plan, except with respect to awards outstanding under the 2017 Plan, and no further awards are available for grant under the 2017 Plan.

Administration. Following completion of our IPO, the Compensation Committee of the Board began administering the 2017 Plan. Prior to that, the 2017 Plan was administered by the Board.

Subject to the terms and conditions of the 2017 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2017 Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2017 Plan. The Board may at any time remove the Compensation Committee as the administrator and revest in itself the authority to administer the 2017 Plan.

Eligibility. Options, restricted stock and all other stock-based and cash-based awards under the 2017 Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. Only employees of our Company may be granted incentive stock options (“ISOs”).

Awards. The 2017 Plan provides that the administrator may grant or issue stock options, restricted stock, other stock- or cash-based awards and dividend equivalents, or any combination thereof; provided, however, that as noted above, no additional awards may be issued under the 2017 Plan. Each award will be set forth in a separate agreement with the person receiving the award, which will indicate the type, terms and conditions of the award.

Other stock-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Any award may be granted as a performance award, meaning that the award will be subject to vesting and/or payment based on the attainment of specified performance goals.

Change in control. In the event of a change in control, to the extent that an award (i) is vested, (ii) the terms of an award provide for acceleration of vesting upon a change in control, or (iii) the administrator elects to accelerate the vesting of the award in connection with the change in control, the plan administrator may elect to provide for the purchase or exchange of an award for cash or other property in an amount equal to the difference between (x) the value of cash or other property the optionee would receive in connection with such change in control if the optionee exercised the award, and (y) the aggregate exercise price of the vested portion of the award. If the award is not purchased or exchanged as provided above, then the award will be terminated and cease to be exercisable unless the award is expressly assumed or substituted by the acquirer.

Adjustments of awards. In the event of any stock dividend or other distribution, stock split, reverse stock split, reorganization, combinations or exchange of share, merger, consolidation, split-up, spin off, recapitalization, repurchase or any other corporate event affecting the number of outstanding shares of our Common Stock or the share price of our Common Stock that would require adjustments to the 2017 Plan or any awards under the 2017 Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator will make appropriate, proportionate adjustments to: (i) the aggregate number and type of shares subject to the 2017 Plan; (ii) the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and (iii) the grant or exercise price per share of any outstanding awards under the 2017 Plan. In connection with the 1-for-4 reverse stock split of our issued and outstanding shares of Common Stock that was effected on August 31, 2021 and the 1-for-17 reverse stock split if our issued and outstanding share of Common Stock that was effected on March 7, 2025, the terms of awards previously granted under our 2017 Plan were equitably adjusted in accordance with the provisions thereof.

Amendment and termination. The administrator may terminate, amend or modify the 2017 Plan at any time and from time to time. However, we must generally obtain stockholder approval to amend or modify the 2017 Plan to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional stockholder approval.

No ISOs may be granted pursuant to the 2017 Plan after the tenth anniversary of the effective date of the 2017 Plan. Any award that is outstanding on the termination date of the 2017 Plan will remain in force according to the terms of the 2017 Plan and the applicable award agreement.

2021 Equity Incentive Plan

See the summary of the material terms of the 2021 Plan set forth above under “Proposal 2— Approval of Amendment to the Amended and Restated 2021 Equity Incentive Plan.”

Equity Incentive Plan Information

The following table provides information as of December 31, 2024, regarding our equity compensation plans:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our outstanding Common Stock as of May 14, 2025 by: (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), and (iv) all of our current directors and executive officers as a group. As of May 14, 2025, there are no persons known to us to beneficially own more than 5% of each class of our outstanding Common Stock.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our Common Stock outstanding on that date and all shares of our Common Stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse. The Company does not know of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.

* Less than 1%

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial stockholders are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. To the best of the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2024 and written representations that no other reports were required, each of Kimberly Bambach, Jennifer Ernst and Blake Gurfein inadvertently failed to timely file Form 4 in March 2024; there were no other late Section 16 filings during the year ended December 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

There have not been any transactions or any series of similar transactions, since January 1, 2023, nor are we aware of any such pending transactions, to which we were a party or will be a party, in which:

Policies and Procedures Regarding Related Party Transactions

Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit and Risk Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. The related person transactions disclosed in this Proxy Statement were each approved by the full Board or Audit and Risk Committee, as applicable.

Interests of Certain Persons in Matters to be Acted Upon

Other than with respect to the election of our Class I director nominee, none of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Annual Meeting as described in this Proxy Statement, except to the extent that such persons may be granted awards under our Plan Amendment.

STOCKHOLDER PROPOSALS

Our Bylaws and Rule 14a-8 of the Exchange Act establish advance notice procedures with regard to certain matters (other than director nominations), including stockholder proposals not included in our proxy statement, to be brought before an annual meeting of stockholders. In general, notices must meet the requirements in our Bylaws and Rule 14a-8 of the Exchange Act and must be received at our principal executive offices not less than 90 calendar days before nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting in order to be included in our proxy statement. Therefore, to be presented at our 2026 annual meeting of stockholders, such a proposal must be received by us no earlier than March 2, 2026, and no later than April 1, 2026. However, if the date of the 2026 annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date, notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the later of (i) the 90th day prior to such annual meeting and (ii) the close of business on the tenth calendar day following the day on which public disclosure of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, and otherwise comply with the requirements set forth in our Bylaws or requirements of the Exchange Act, then the persons named as proxies in the proxies solicited by the Board for the 2026 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our Bylaws and Rule 14a-8 of the Exchange Act, which also specify requirements as to the form and content of a stockholder’s notice.

Furthermore, our Bylaws and Rule 14a-19 of the Exchange Act establish advance notice procedures and certain other requirements that stockholders who wish to nominate directors for election at a stockholder meeting must comply with. In general, notices must meet the requirements in our Bylaws and Rule 14a-19 of the Exchange Act and must be received at our principal executive offices not less than 90 calendar days before nor more than 120 calendar days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to ensure that stockholder nominees for election of directors will be included for election at our 2026 annual meeting of stockholders, such a proposal must be received by us no earlier than March 2, 2026, and no later than April 1, 2026. However, if the date of the 2026 annual meeting of stockholders is more than 30 days before or after such anniversary date, notice must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the later of (i) the 90th day prior to such annual meeting and (ii) the close of business on the tenth calendar day following the day on which public disclosure of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the board of directors for the 2026 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our Bylaws, which also specify requirements as to the form and content of a stockholder’s notice.

In addition to satisfying the requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide us notice that sets forth the information required by Rule 14a-19 of the Exchange Act.

OTHER BUSINESS

The Board knows of no matter other than those described herein that will be presented for consideration at the Annual Meeting. However, should any other matters properly come before the Annual Meeting or any adjournments or postponements thereof, it is the intention of the person(s) named in the accompanying proxy to vote in accordance with their best judgment in the interest of the Company and its stockholders.

MISCELLANEOUS

The Company will bear all costs incurred in the solicitation of proxies. In addition to solicitation by mail, our officers and employees may solicit proxies by telephone, the Internet or personally, without additional compensation. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of shares of our Common Stock held of record by such persons, and we may reimburse such brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses incurred in connection therewith. We have not engaged a proxy solicitor.

The Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials and may deliver a single proxy statement and/or Notice of Internet Availability of Proxy Materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares of capital stock. We will also deliver a separate copy of this Proxy Statement to any stockholder upon written request. Similarly, stockholders who have previously received multiple copies of disclosure documents may write to the address or call the phone number listed below to request delivery of a single copy of these materials in the future. You can notify the Company by sending a written request to Tivic Health Systems, Inc., 47685 Lakeview Blvd., Fremont, California 94538, Attn: Secretary, by registered, certified or express mail or by calling the Company at (888) 276-6888.

AVAILABILITY OF ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements, and other information with the Commission. The Commission maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

Our Annual Report (which is not a part of our proxy soliciting materials) is being mailed with this Proxy Statement. This Proxy Statement and our Annual Report are also available on our website at https://tivichealth.com/investor/. Additionally, and in accordance with Commission rules, you may access our Proxy Statement at www.proxyvote.com. We make available on or through our website free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing.

, 2025

234567 234567 234567 234567 234567 234567 1 OF 1 1 NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K x 02 0000000000 2 1 OF 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 2 PAGE CONTROL # → THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: SHARES SCAN TO VIEW MATERIALS & VOTE 0000679928_1 R1.0.0.2 The Board of Directors recommends you vote FOR the following Class I Director Nominee: 1. Election of Class I Director to be elected for a three year term expiring in 2028. Nominees For Withhold 1A Christina Valauri 0 0 Against Abstain For 0 0 0 5. Approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock upon conversion of those shares of Series B Non - Voting Convertible Preferred Stock and exercise of those warrants to purchase shares of Common Stock that the Company may in the future issue to an investor pursuant to that Securities Purchase Agreement entered into by and between the Company and such investor on April 29, 2025. The Board of Directors recommends you vote FOR Proposals 2, 3, 4, 5, 6 and 7. For Against Abstain 2. Approval of an amendment to the Company's Amended and Restated 2021 0 0 0 Equity Incentive Plan (the "2021 Plan") to increase the number of shares of Common Stock authorized for issuance thereunder by 425,000 shares, pursuant to the terms and conditions of the 2021 Plan. 0 0 0 6. Approval, in accordance with Nasdaq Listing Rule 5635(d), of the sale and issuance of shares of Common Stock pursuant to that Equity Purchase Agreement entered into by and between the Company and Mast Hill Fund, L.P. on March 18, 2025. 3. Ratification of the selection of Rosenberg Rich Baker Berman, P.A. as 0 0 0 the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. 0 0 0 7. Approval of the adjournment of the 2025 Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event the Company has not received sufficient votes in favor of any of the foregoing proposals. NOTE: In their discretion, the proxyholders will vote on such other business as may properly come before the 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof. 4. Approval, in accordance with Nasdaq Listing Rule 5635(a) and Nasdaq 0 0 0 Listing Rule 5635(d), of the issuance of shares of common stock, including upon conversion of shares of Series A Non - Voting Convertible Preferred Stock that have been, or may in the future be, issued pursuant to that Exclusive License Agreement entered into by and between the Company and Statera Biopharma, Inc. on February 11, 2025, as may be amended from time to time. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. SHARES CUSIP # SEQUENCE # JOB # Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date TIVIC HEALTH SYSTEMS, INC 47685 LAKEVIEW BLVD. FREMONT, CA 94538 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/29/2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the meeting - Go to www.virtualshareholdermeeting.com/TIVC2025 You may attend the meeting via the internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions . Vote by 11 : 59 P . M . ET on 06 / 29 / 2025 . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 .

0000679928_2 R1.0.0.2 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10 - K are available at www.proxyvote.com TIVIC HEALTH SYSTEMS, INC 2025 Annual Meeting of Stockholders June 30, 2025 1:00 PM PDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jennifer Ernst as proxy and attorney - in - fact with the power to appoint her substitute, and hereby authorizes her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of TIVIC HEALTH SYSTEMS, INC. that the stockholder(s) is/are entitled to vote at the 2025 Annual Meeting of Stockholders to be held at 1:00 PM, PDT on June 30, 2025, virtually at www.virtualshareholdermeeting.com/TIVC2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no such direction is given, but this proxy is signed, this proxy will be voted FOR the election of each of the Class I Director Nominee, FOR Proposals 2, 3, 4, 5, 6 and 7, and in the discretion of the proxy with respect to such other business as may properly come before the meeting. Continued and to be signed on reverse side