Tivic Health Systems Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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

FORM 8-K

CURRENT REPORT

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

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

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

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

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

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

Emerging growth company ☒

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

Item 8.01 Other Events.

As previously disclosed in that Current Report on Form 8-K filed by Tivic Health Systems, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on September 13, 2024, on September 13, 2024, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the Company may offer and sell shares of its common stock, having aggregate sales price of up to $10,000,000 (subject to certain limitations set forth in the Equity Distribution Agreement), from time to time, to or through Maxim, acting as sales agent and/or principal. The shares of Company common stock will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-269494), filed with the Commission on February 1, 2023, and declared effective by the Commission on February 8, 2023, including the base prospectus contained therein, as supplemented by those prospectus supplements dated September 13, 2024 and April 14, 2025 (the “Prospectus Supplements”) and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In accordance with the terms of the Equity Distribution Agreement, under the Prospectus Supplements, the Company may offer and sell shares of its common stock (the “Shares”) having an aggregate offering price of up to $1,767,913, from time to time, to or through Maxim, which is the Company’s current “baby shelf” limitation under General Instruction I.B.6. of Form S-3.

A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the Shares to be sold under the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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