Tivic Health Systems Files 8-K: Agreements & Officer Changes

TL;DR

Tivic Health (TIVC) filed an 8-K detailing material agreements and executive changes.

AI Summary

Tivic Health Systems, Inc. announced on September 12, 2024, a material definitive agreement and changes in its board and officer compensation. The company also disclosed financial statements and exhibits as part of its current report.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential changes in executive compensation, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers, which can introduce operational or financial risks.

Key Numbers

• 001-41052 — SEC File Number (Identifies the company's filing with the SEC.)
• 81-4016391 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Tivic Health Systems, Inc. (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 47685 Lakeview Blvd. (address) — Principal Executive Offices
• Fremont, California (location) — Principal Executive Offices City and State
• 94538 (zip_code) — Principal Executive Offices Zip Code

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TIVC The Nasdaq Stock Mar
• $40,000 — in specified fees and expenses of up to $40,000, plus an additional $5,000 for each bri
• $5,000 — es of up to $40,000, plus an additional $5,000 for each bringdown, as provided in the
• $10,000,000 — k having an aggregate offering price of $10,000,000 pursuant to the Agreement; (ii) twenty
• $1,442,093 — pectus relates to the offering of up to $1,442,093 shares of the Company's common stock, w
• $275 — gagement. The Company will pay Ms. Wolf $275 per hour for services provided in her c

Filing Documents

• tivc-20240912.htm (8-K) — 59KB
• tivc-ex1_1.htm (EX-1.1) — 342KB
• tivc-ex5_1.htm (EX-5.1) — 23KB
• tivc-ex99_1.htm (EX-99.1) — 18KB
• img553027_0.jpg (GRAPHIC) — 5KB
• img110476508_0.jpg (GRAPHIC) — 617KB
• img110476508_1.jpg (GRAPHIC) — 1KB
• img110476508_2.jpg (GRAPHIC) — 3KB
• 0000950170-24-106464.txt ( ) — 1480KB
• tivc-20240912.xsd (EX-101.SCH) — 24KB
• tivc-20240912_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 13, 2024, Tivic Health Systems, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement"), with Maxim Group LLC ("Maxim"), pursuant to which the Company may offer and sell, from time to time, through or to Maxim, as sales agent or principal, shares of its common stock, par value $0.0001 per share. The Company is not obligated to make any sales of its common stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate upon the earlier of (i) the sale of all shares

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 13, 2023, the Company issued a press announcing the management changes, as disclosed in Item 5.02 of this Current Report. A copy of that press release is furnished as Exhibit 99.1 hereto 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 Securities 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, 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, including Exhibit 99.1, or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the 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 1.1 Form of Equity Distribution Agreement, by and between Tivic Health Systems, Inc. and Maxim Group LLC, dated September 13, 2024 . 5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP . 23.1 Consent of Procopio, Cory, Hargreaves & Savitch LLP (included in Exhibit 5.1). 99.1 Press Release, dated September 13, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 13, 2024 By: /s/ Jennifer Ernst Name: Jennifer Ernst Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR