Tivic Health Systems: Director Departs, CMO Appointed

TL;DR

Tivic Health's Dr. Smith is out as a director but in as CMO, with new pay deals for execs.

AI Summary

Tivic Health Systems, Inc. announced on June 17, 2024, a change in its board of directors. Specifically, the company reported the departure of Director Dr. David L. Smith and the appointment of Dr. David L. Smith as Chief Medical Officer. Additionally, the company disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or operational focus.

Risk Assessment

Risk Level: medium — Changes in key leadership roles and executive compensation can introduce uncertainty regarding future company direction and performance.

Key Players & Entities

• Tivic Health Systems, Inc. (company) — Registrant
• Dr. David L. Smith (person) — Former Director and newly appointed Chief Medical Officer

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TIVC The Nasdaq Stock Mar

Filing Documents

• tivc-20240617.htm (8-K) — 56KB
• tivc-ex99_1.htm (EX-99.1) — 22KB
• img553027_0.jpg (GRAPHIC) — 5KB
• 0000950170-24-074605.txt ( ) — 232KB
• tivc-20240617.xsd (EX-101.SCH) — 42KB
• tivc-20240617_htm.xml (XML) — 6KB

08 Shareholder Director Nominations

Item 5.08 Shareholder Director Nominations The Company has established August 9, 2024 as the date of the Company's 2024 annual meeting of stockholders (the "Annual Meeting"), and June 17, 2024 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. The time, place and detailed information regarding the proposals to be presented at the Annual Meeting will be set forth in a Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission. Because the date of the Annual Meeting will be more than 30 days from the anniversary of the Company's 2023 annual meeting of stockholders, the deadline for submission of proposals by stockholders for inclusion in the Company's proxy materials in accordance with Rule 14a-8 under the Exchange Act will be 5:00 p.m. Pacific Time on Thursday, June 27, 2024. Any such proposal must also meet the requirements set forth in the rules and regulations of the Exchange Act in order to be eligible for inclusion in the proxy materials for the Annual Meeting. In addition, in accordance with the Company's amended and restated bylaws, as amended ("Bylaws"), any stockholder who intends to nominate a person for election as a director or submit a proposal for inclusion at the Company's Annual Meeting must provide notice ("Stockholder Notice") on or before 5:00 p.m. Pacific Time on Thursday, June 27, 2024. Any Stockholder Notice must comply with the specific requirements set forth in the Company's Bylaws in order to be considered at the Annual Meeting. Any such proposal shall be mailed to: Tivic Health Systems, Inc., 47685 Lakeview Blvd, Fremont, CA 94538, Attn.: Secretary.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 18, 2024, the Company issued a press release announcing the changes to the Board discussed in Item 5.02, above. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference. The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

Forward-Looking Statements This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes," "will" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Current Report, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated June 18, 2024 . 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIVIC HEALTH SYSTEMS, INC. Date: June 18, 2024 By: /s/ Jennifer Ernst Name: Jennifer Ernst Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR