Tivic Health Systems, INC. 8-K Filing

Ticker: TIVC · Form: 8-K · Filed: Dec 11, 2025 · CIK: 1787740

Sentiment: neutral

Filing Stats: 4,709 words · 19 min read · ~16 pages · Grade level 17.2 · Accepted 2025-12-11 17:09:04

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Transaction On December 9, 2025, Tivic Health Systems, Inc. (the "Company"), a Delaware corporation, through a newly formed wholly owned subsidiary, Velocity Bioworks, Inc. ("VBI") entered into an Asset Purchase Agreement (the "APA") and Secured Party Bill of Sale (the "Bill of Sale") with 3i, LP ("3i"), in its capacity as collateral agent ("Collateral Agent") of Scorpius Holdings, Inc. ("Scorpius") pursuant to which, VBI acquired all of personal property and assets (collectively, the "Acquired Assets"), but assumed no liabilities in respect to the period prior to the Closing Date (as defined below) of Scorpius, in a public sale pursuant to Article 9 of the Uniform Commercial Code ("Article 9") (the "Acquisition"). In October 2025, as a result of Scorpius' default under certain secured notes and related security agreements, the Collateral Agent exercised its rights and remedies with respect to certain collateral of Scorpius and its affiliate guarantors, including the Acquired Assets, and determined to sell such collateral in a public auction pursuant to Article 9, at which auction the Company submitted the winning bid. The Acquired Assets include, without limitation, facilities, equipment, inventory, contract rights, IT systems, software, files, records, documents, intellectual property, and goodwill related to Scorpius' contract development and manufacturing organization ("CDMO") business. As disclosed previously, back in May 2025 the Company engaged Scorpius to serve as the primary U.S. manufacturer for the Company's late-stage TLR5 agonist, Entolimod, for the treatment of acute radiation syndrome. The Acquisition closed on December 10, 2025 (the "Closing Date"). As a result of VBI's acquisition of the Acquired Assets, all manufacturing and related services previously provided by Scorpius to the Company through its CDMO business will be completed in-house and the Company intends to expand it

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement. Termination of Mast Hill Equity Purchase Agreement As previously disclosed in that Current Report on Form 8-K filed by the Company with the SEC on March 21, 2025, on March 18, 2025, the Company entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with Mast Hill Fund, L.P. ("Mast Hill"), pursuant to which the Company has the right, but not the obligation, to sell to Mast Hill, and Mast Hill has the obligation to purchase from the Company, up to $25,000,000 shares of the Company's common stock, at the Company's sole discretion, over the two-year period from the execution date, On December 9, 2025, the Company notified Mast Hill of its election to terminate the Equity Purchase Agreement for convenience. As a result, the Equity Purchase Agreement terminated on December 9, 2025.

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained above in Item 1.01 regarding VBI's purchase of the Acquired Assets pursuant to the APA and the Bill of Sale is hereby incorporated by reference into this Item 2.01.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above in Item 1.01 regarding the Note Offering is hereby incorporated by reference into this Item 2.03. 7

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 above with respect to the sale and issuance of the Note, Note Offering Warrants, Note Conversion Shares, Note Offering Warrant Shares, shares of Series C Preferred Stock, Preferred Offering Warrants, Preferred Conversion Shares and Preferred Offering Warrant Shares (collectively, the "Securities") in connection with the Note Offering and the Preferred Offering is hereby incorporated by reference into this Item 3.02. The Securities issued and to be issued under the Preferred Purchase Agreement, Note, Note Offering Warrants, Preferred Purchase Agreement, Series C COD and Preferred Offering Warrants (collectively, the "Offering Documents") were, and will be, sold and issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Securities have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. Accordingly, when issued pursuant to the terms of the respective Offering Documents, the Securities will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act.

03 Material Modification

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained above in Item 1.01 regarding the Company's sale of shares of Series C Preferred Stock and below in Item 5.03 regarding the designation of the Series C Preferred Stock and the preferences, rights and limitations applicable thereto,

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