SC 13G: Tivic Health Systems, Inc.
Ticker: TIVC · Form: SC 13G · Filed: May 15, 2024 · CIK: 1787740
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Tivic Health Systems, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,784 words · 7 min read · ~6 pages · Grade level 9.2 · Accepted 2024-05-15 16:47:23
Key Financial Figures
- $0.0001 — ame of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securitie
Filing Documents
- ea0206042-13gintra_tivic.htm (SC 13G) — 57KB
- ea020604202ex99-1_tivic.htm (EX-99.1) — 4KB
- 0001213900-24-043701.txt ( ) — 62KB
If this statement is filed pursuant
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Page 5 of 8
Ownership
Item 4. Ownership. (a) and (b): (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on May 9, 2024 (the “ SPA ”) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 13, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 160,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.8% of the Common Stock, based on (1) 1,473,592 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer, plus (2) 160,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 160,000 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“ Intracoastal Warrant 1 ”) because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 240,000 shares of Common Stock issuable upon exercise of a second warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“ Intracoastal Warrant 2 ”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof,
Ownership of Five Percent or Less of a Class
Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ .
Ownership of More than Five Percent on Behalf of Another Person
Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Page 6 of 8
Identification and
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable.
Identification and Classification of Members of the Group
Item 8. Identification and Classification of Members of the Group Not applicable.
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group Not applicable.
Certification
Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. Page 7 of 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 15, 2024 /s/ Mitchell P. Kopin Mitchell P. Kopin /s/ Daniel B. Asher Daniel B. Asher Intracoastal Capital LLC By: /s/ Mitchell P. Kopin Mitchell P. Kopin, Manager Page 8 of 8