TIVC / Tivic Health Systems, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

1,592,135 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289953 PROSPECTUS 1,592,135 Shares of Common Stock This prospectus relates to the offer and resale by the selling stockholders named in this prospectus (collectively, the “Selling Stockholders”) of up to 1,592,135 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”), consisting

CALCULATION OF FILING FEE TABLES Tivic Health Systems, Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Tivic Health Systems, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Sto

As filed with the Securities and Exchange Commission on August 29, 2025.

As filed with the Securities and Exchange Commission on August 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4016391 (State or other jurisdiction of incorporation or organization) (IRS

FORM 8-K Item 8.01 Other Events.

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 Date of Report (Date of earliest event reported): August 27, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Tivic Receives Two Investigational New Drug Applications for Entolimod™ for the Treatment of Acute Radiation Syndrome (ARS) and Advanced Cancers INDs Transferred from Statera Biopharma Advance Entolimod for ARS Along Regulatory Pathway and Enable Pur

Exhibit 99.1 Tivic Receives Two Investigational New Drug Applications for Entolimod™ for the Treatment of Acute Radiation Syndrome (ARS) and Advanced Cancers INDs Transferred from Statera Biopharma Advance Entolimod for ARS Along Regulatory Pathway and Enable Pursuit of Clinical Trial Program in Neutropenia and Lymphocyte Exhaustion FREMONT, Calif. – August 20, 2025 – Tivic Health® Systems, Inc. (

FORM 8-K

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 Date of Report (Date of earliest event reported): August 20, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Tivic Reports Second Quarter 2025 Financial Results Company advances its TLR5 agonist program and prepares to report VNS clinical data

Exhibit 99.1 Tivic Reports Second Quarter 2025 Financial Results Company advances its TLR5 agonist program and prepares to report VNS clinical data FREMONT, Calif. – August 14, 2025 – Tivic Health® Systems, Inc. a diversified immunotherapeutics company, today announced financial results for the second quarter and six months ended June 30, 2025. “We have established a strong foundation for Tivic’s

Item 1. Financial Statements Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures Item 6. Exhibits

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2025 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

FORM 8-K Item 7.01 Regulation FD Disclosure.

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 Date of Report (Date of earliest event reported): August 14, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

605,023 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289436 PROSPECTUS 605,023 Shares of Common Stock This prospectus relates to the offer and resale by Helena Global Investment Opportunities 1 Ltd. (the “Selling Stockholder”) of up to 605,023 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”), consisting of (i) up to 540,958 s

400,044 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289441 PROSPECTUS 400,044 Shares Common Stock This prospectus relates to the possible resale or other disposition from time to time, in one or more offerings, by the selling stockholders named in this prospectus of up to an aggregate of 400,044 shares of Tivic Health Systems, Inc. (the “Company”) common stock, par value $0.0001 per share (“Comm

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Tivic Health Systems, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Sto

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Tivic Health Systems, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Sto

As filed with the Securities and Exchange Commission on August 8, 2025.

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2025.

As filed with the Securities and Exchange Commission on August 8, 2025.

As filed with the Securities and Exchange Commission on August 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4016391 (State or other jurisdiction of incorporation or organization) (IRS E

As confidentially submitted to the Securities and Exchange Commission on August 4, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

As confidentially submitted to the Securities and Exchange Commission on August 4, 2025.

602,245 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287853 602,245 Shares of Common Stock This prospectus relates to the offer and resale by Helena Global Investment Opportunities 1 Ltd. (the “Selling Stockholder”) of up to 602,245 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”), consisting of (i) up to 540,958 s

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Tivic Health Systems, Inc.

Form of Placement Agent Warrant (Craft Capital Management LLC)

Exhibit 4.14 NEITHER THE ISSUANCE AND SALE OF THESE WARRANTS NOR THE SHARes INTO WHICH THESE WARRANTS ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UN

Amended and Restated Exclusive License Agreement, dated June 18, 2025, by and between Tivic Health Systems, Inc. and Statera Biopharma, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT This Amended and Restated Exclusive License Agreement (“Agreement”) is entered into by a

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Tivic Health Systems, Inc.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Tivic Health Systems, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incor

As filed with the Securities and Exchange Commission on July 25, 2025

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

Restricted Stock Unit Notice of Grant Inducement Grant and Restricted Stock Unit Award Agreement Inducement Grant, dated February 18, 2025

Exhibit 99.1 Tivic Health Systems, Inc. Restricted Stock Unit Notice of Grant Inducement Grant FOR GOOD AND VALUABLE CONSIDERATION, Tivic Health Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below, an Award of Restricted Stock Units (the “RSU Award”), upon the terms and subject to the conditions set forth in that Employment Agreement entered into by

As confidentially submitted to the Securities and Exchange Commission on July 25, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confide

As confidentially submitted to the Securities and Exchange Commission on July 25, 2025.

As filed with the Securities and Exchange Commission on July 25, 2025.

As filed with the Securities and Exchange Commission on July 25, 2025. Registration No. 333-287853 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 3845 81-4016391 (State or Other Jurisdiction of Incorp

As filed with the Securities and Exchange Commission on July 25, 2025

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Lisa Wolf, effective July 7, 2025.

Exhibit 10.1 TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”) by and between Tivic Health Systems, Inc., a Delaware limited liability company (the “Company”) and Lisa Wolf (“Employee”). 1. Duties and Scope of Employment. (a) Position. For the term of your employment under this Agreement (your

First Amendment to Tivic Health Systems, Inc. Amended and Restated 2021 Equity Incentive Plan, dated June 30, 2025

Exhibit 10.2 FIRST AMENDMENT TO TIVIC HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN WHEREAS, the Board of Directors and stockholders of Tivic Health Systems, Inc. (the “Company”) have each adopted and approved the Tivic Health Systems, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Plan”); WHEREAS, as of June 30, 2025, pursuant to Section 4(a) of the Plan, a tota

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 30, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): June 25, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Entry into a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): June 18, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Tivic Health Completes Optimization Study for its Non-Invasive Vagus Nerve Stimulation Device Breakthrough Findings to be Reported Later this Year and Applied to Upcoming Phase I Clinical Trial

Exhibit 99.1 Tivic Health Completes Optimization Study for its Non-Invasive Vagus Nerve Stimulation Device Breakthrough Findings to be Reported Later this Year and Applied to Upcoming Phase I Clinical Trial FREMONT, Calif. – June 25, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified immunotherapeutics company developing treatments that stimulate immune pathways to treat disease, tod

Amended and Restated Exclusive License Agreement, dated June 18, 2025, by and between Tivic Health Systems, Inc. and Statera Biopharma, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT This Amended and Restated Exclusive License Agreement (“Agreement”) is entered into by a

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Tivic Health Systems, Inc.

As filed with the Securities and Exchange Commission on June 6, 2025.

As filed with the Securities and Exchange Commission on June 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 3845 81-4016391 (State or Other Jurisdiction of Incorporation) (Primary Standard

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

Nasdaq: TIVC A diversified immunotherapeutics company ® [email protected] – May 2025 – Jennifer Ernst, CEO, Tivic Health

Nasdaq: TIVC A diversified immunotherapeutics company ® [email protected] – May 2025 – Jennifer Ernst, CEO, Tivic Health Safe Harbor This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. Statements regarding our future results of operations and financial position, economic p

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): May 22, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Other Events, Shareholder Director Nominations

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 Date of Report (Date of earliest event reported): May 20, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Item 1. Financial Statements Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures Item 6. Exhibits

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2025 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 15, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Statement of Work, by and between Tivic Health Systems, Inc. and Scorpius BioManufacturing, Inc., dated May 9, 2025.

Exhibit 10.8 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. SOW TITLE: Technology Transfer and CGMP BDS and DP Manufacturing for Entolimod in E. coli DOCUMENT ID: 20203 SOW VERSION NUMBER: 3 ISSUE

Tivic Reports First Quarter 2025 Financial Results and Provides Updates on Business Transformation Pre-recorded Conference Call to Follow at 1:30 p.m. PDT/4:30 p.m. EDT

Exhibit 99.1 Tivic Reports First Quarter 2025 Financial Results and Provides Updates on Business Transformation Pre-recorded Conference Call to Follow at 1:30 p.m. PDT/4:30 p.m. EDT FREMONT, Calif. – May 15, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified immunotherapeutics company, today announced financial results for the first quarter ended March 31, 2025 and outlined operation

Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated February 10, 2025.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 05:53 PM 02/10/2025 FILED 05:53 PM 02/10/2025 SR 20250471633 – File Number 5976896 tivic health systems, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES a NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDER

As confidentially submitted to the Securities and Exchange Commission on May 15, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confiden

As confidentially submitted to the Securities and Exchange Commission on May 15, 2025.

Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated April 29, 2025.

Exhibit 3.3 Delaware The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “TIVIC HEALTH SYSTEMS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF APRIL, A.D. 2025, AT 5:06 O`CLOCK P.M. State of Delaware Secretary of State Division of Corporations Delivered 05:0

Tivic Health Enters GMP Manufacturing Validation Agreement with Scorpius BioManufacturing in Preparation for FDA Submission

Exhibit 99.1 Tivic Health Enters GMP Manufacturing Validation Agreement with Scorpius BioManufacturing in Preparation for FDA Submission FREMONT, Calif. – May 14, 2025– Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, announced today it has entered a definitive agreement with Scorpius BioManufacturing to complete the GMP manufacturing validation of the lead candidate

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 7.01 Regulation FD Disclosure. Item 9.01 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 Date of Report (Date of earliest event reported): May 09, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

292,523 Shares of Common Stock

Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287157 292,523 Shares of Common Stock This prospectus relates to the offer and resale by Mast Hill Fund, L.P. (“Mast Hill” or the “Selling Stockholder”) of up to an aggregate of 292,523 shares (the “Shares”) of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company”), consisting of (i

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Tivic Health Systems, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter)

Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 3845 81-4016391 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.

Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888

Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 May 9, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Tivic Health Systems, Inc. Registration Statement on Form S-1 File No. 333-287157 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentleman: Pursuant to Rule 461 unde

Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 29th day of April, 2025 by and among Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (including its successors and assigns, the “Investor”). R E C I T A L S WHEREAS, the Company will sell up

As confidentially submitted to the Securities and Exchange Commission on May 2, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confident

As confidentially submitted to the Securities and Exchange Commission on May 2, 2025.

Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated April 29, 2025

Exhibit 3.1 tivic health systems, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tivic Health Systems, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly ado

Securities Purchase Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of April 29, 2025 (the “Execution Date”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its designees, successors and assigns, the “Purchaser”). RECITALS A. The par

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, 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 Date of Report (Date of earliest event reported): April 29, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Form of Warrant (Helena Global Investment Opportunities 1 Ltd.).

Exhibit 4.1 TIVIC HEALTH SYSTEMS, INC. Warrant To Purchase Shares of Common Stock Date of Issuance: , 2025 (“Issuance Date”) Tivic Health Systems, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled,

Christopher Tinen

Christopher Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] May 2, 2025 Via EDGAR CONFIDENTIAL Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tivic Health Systems, Inc. Confidential Submission of Draft Registration Statement Dear Sir/Madam, On behalf of our client, Tivic Health Systems, Inc., a Delaware corporation (t

Tivic Health Reports White House Briefing and FDA Meetings Secured Positive Interest in Potential Military and Defense Applications of its Product Candidates Senior Level Meetings Included Discussion of Tivic’s TLR5 and Vagus Nerve Stimulation Progra

Exhibit 99.1 Tivic Health Reports White House Briefing and FDA Meetings Secured Positive Interest in Potential Military and Defense Applications of its Product Candidates Senior Level Meetings Included Discussion of Tivic’s TLR5 and Vagus Nerve Stimulation Programs FREMONT, Calif. – April 22, 2025– Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, announced today that

FORM 8-K Item 8.01 Other Events. Item 9.01 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 Date of Report (Date of earliest event reported): April 22, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Up to $1,767,913 Common Stock

 Filed Pursuant to Rule 424(b)(5)  Registration No. 333-269494 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 8, 2023 and Prospectus Supplement dated September 13, 2024) Up to $1,767,913 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated February 8, 2023 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): April 14, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): April 04, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Tivic Health Systems, Inc. Regains Compliance with NASDAQ Minimum Bid Price Listing Rule

Exhibit 99.1 Tivic Health Systems, Inc. Regains Compliance with NASDAQ Minimum Bid Price Listing Rule FREMONT, Calif.– April 10, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, announced today that it has received confirmation from Nasdaq that the Company has regained compliance with the minimum bid requirements of Nasdaq Listing Rule 5550(a)(2). Consequently

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

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 Date of Report (Date of earliest event reported): March 28, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 18, 2025, by and between TIVIC HEALTH SYSTEMS, INC., a Delaware corporation (the "Company"), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respect

Nasdaq: TIVC A diversified therapeutics company ® [email protected] – March 2025 – Jennifer Ernst, CEO, Tivic Health

Nasdaq: TIVC A diversified therapeutics company ® [email protected] – March 2025 – Jennifer Ernst, CEO, Tivic Health Tivic Transformation 2024 to 2025 Company transformation culminating: from single-product to a diversified therapeutics company - Start of 2024: one product in market, limited pipeline - Today: Growing pipeline of device and drug candidates that regulate autonomic and immune system

Equity Purchase Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025

Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of March 18, 2025 (this "Agreement"), by and between Tivic Health Systems, Inc., a Delaware corporation (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership (the "Investor", and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms and subject to t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 18, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Tivic Reports Year End 2024 Financial Results and Provides Overview of Strategy for Transformation and Growth Pre-recorded Conference Call and Webcast to Follow Today at 1:30 PM PDT / 4:30 PM EDT

Exhibit 99.1 For Immediate Release Tivic Reports Year End 2024 Financial Results and Provides Overview of Strategy for Transformation and Growth Pre-recorded Conference Call and Webcast to Follow Today at 1:30 PM PDT / 4:30 PM EDT FREMONT, Calif.– March 21, 2025– Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, today announced year end December 31, 2024 financial res

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): March 06, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Tivic Health and Feinstein Institute Present New Data Showing Personalized Vagus Nerve Stimulation Method Optimizes Impact on Autonomic Nervous System Advances Tivic’s Development of Non-Invasive VNS Devices Aimed at Treating Inflammatory, Cardiac an

Exhibit 99.1 Tivic Health and Feinstein Institute Present New Data Showing Personalized Vagus Nerve Stimulation Method Optimizes Impact on Autonomic Nervous System Advances Tivic’s Development of Non-Invasive VNS Devices Aimed at Treating Inflammatory, Cardiac and Neurologic Disorders FREMONT, Calif. – March 6, 2025– Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, a

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, 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 Date of Report (Date of earliest event reported): March 04, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed March 4, 2025 (effective March 7, 2025)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TIVIC HEALTH SYSTEMS, INC. TIVIC HEALTH SYSTEMS, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is Tivic Health Systems, Inc. The Certificate of Incorpora

Tivic Health Systems, Inc. Announces Reverse Stock Split

Exhibit 99.1 Tivic Health Systems, Inc. Announces Reverse Stock Split FREMONT, Calif.– March 5, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC) (“Tivic Health” or the “Company), a diversified therapeutics company, announced today that its Board of Directors has declared a 1-for-17 reverse stock split of the Company’s issued and outstanding shares of common stock. The purpose of the reverse stock

Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Michael Handley, dated February 18, 2025

Exhibit 10.1 TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of February 18, 2025 (the “Effective Date”) by and between Tivic Health Systems, Inc., a Delaware limited liability company (the “Company”) and Michael Handley (“Employee”). 1. Duties and Scope of Employment. (a) Position. For the term of your employment under this Agre

TIVIC HEALTH NAMES BIOTECH INDUSTRY VETERAN MICHAEL K. HANDLEY TO EXECUTIVE LEADERSHIP TEAM Handley Joins as President of Tivic Biopharma and Chief Operating Officer of Tivic Health Following its Licensing of Strategic Biopharma Assets from Statera B

Exhibit 99.1 TIVIC HEALTH NAMES BIOTECH INDUSTRY VETERAN MICHAEL K. HANDLEY TO EXECUTIVE LEADERSHIP TEAM Handley Joins as President of Tivic Biopharma and Chief Operating Officer of Tivic Health Following its Licensing of Strategic Biopharma Assets from Statera Biopharma FREMONT, Calif. – February 24, 2025– Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified therapeutics company, announced t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 Date of Report (Date of earliest event reported): February 18, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

Exclusive License Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (“Agreement”) is entered into by and between Statera Biopharma, Inc., a Dela

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

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 Date of Report (Date of earliest event reported): February 10, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

Securities Purchase Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 11, 2025, by and among TIVIC HEALTH SYSTEMS, INC., a Delaware corporation (the “Company”), and Statera Biopharma, Inc. (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). RECITALS A.            The Company and each Purchaser is executi

Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated February 10, 2025

Exhibit 3.1 tivic health systems, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES a NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Tivic Health Systems, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly ado

Tivic Health Acquires Exclusive Worldwide Rights to Phase III TLR5 Agonist from Statera Biopharma Broad licensing agreement accelerates Tivic’s transformation into a diversified therapeutics company, adds late-stage immunotherapeutic to clinical pipe

Exhibit 99.1 Tivic Health Acquires Exclusive Worldwide Rights to Phase III TLR5 Agonist from Statera Biopharma Broad licensing agreement accelerates Tivic’s transformation into a diversified therapeutics company, adds late-stage immunotherapeutic to clinical pipeline. Potential for FDA approval within 24 months. FREMONT, Calif., February 12, 2025 – Tivic Health Systems, Inc., (Nasdaq: TIVC) today

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): January 31, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 Date of Report (Date of earliest event reported): December 27, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

CEO LETTER TO SHAREHOLDERS ISSUED BY TIVIC HEALTH Provides updates on vagus nerve stimulation (VNS) program and expectations for 2025

EX-99.1 2 tivicex9901.htm LETTER TO STOCKHOLDERS Exhibit 99.1 For Immediate Release CEO LETTER TO SHAREHOLDERS ISSUED BY TIVIC HEALTH Provides updates on vagus nerve stimulation (VNS) program and expectations for 2025 FREMONT, Calif. – December 23, 2024 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a health tech company developing and commercializing bioelectronic medicine, today released its annu

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): December 23, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent the use in this Offering Statement on Form 1-A, as amended, of Tivic Health Systems, Inc., of our report dated March 25, 2024 (which includes an explanatory paragraph relating to Tivic Health Systems, Inc’s ability to continue as a going concern) related to our audit of the financial statements of Tivic Health Systems

PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 13, 2024

Table of Contents PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 13, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tivic Reports Third Quarter 2024 Financial Results and Provides Business Update Pre-recorded Conference Call to Follow at 1:30 p.m. PDT/4:30 p.m EDT

Exhibit 99.1 Tivic Reports Third Quarter 2024 Financial Results and Provides Business Update Pre-recorded Conference Call to Follow at 1:30 p.m. PDT/4:30 p.m EDT FREMONT, Calif.– November 14, 2024 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced third quarter and nine-months ended September, 30, 2024 financ

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 14, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent the use in this Offering Statement on Form 1-A, as amended, of Tivic Health Systems, Inc., of our report dated March 25, 2024 (which includes an explanatory paragraph relating to Tivic Health Systems, Inc’s ability to continue as a going concern) related to our audit of the financial statements of Tivic Health Systems

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 7, 2024

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 7, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 4, 2024

PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 4, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent the use in this Offering Statement on Form 1-A, as amended, of Tivic Health Systems, Inc., of our report dated March 25, 2024 (which includes an explanatory paragraph relating to Tivic Health Systems, Inc’s ability to continue as a going concern) related to our audit of the financial statements of Tivic Health Systems

Tivic Health Receives Approval from Institutional Review Board for ncVNS Optimization Study, Readies for Enrollment

Exhibit 99.1 PRESS RELEASE Tivic Health Receives Approval from Institutional Review Board for ncVNS Optimization Study, Readies for Enrollment SAN FRANCISCO – (Business Wire) – September XX, 2024 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced that it has received approval from The Feinstei

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): September 18, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Comm

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

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 Date of Report (Date of earliest event reported): September 17, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Comm

Tivic Health Accelerates VNS Commercial Strategy Development Partners with leading growth strategy firm, Fletcher Spaght

Exhibit 99.1 PRESS RELEASE Tivic Health Accelerates VNS Commercial Strategy Development Partners with leading growth strategy firm, Fletcher Spaght SAN FRANCISCO – (Business Wire) – September 17, 2024 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced it has partnered with Fletcher Spaght (“FS

Tivic Health Appoints Lisa Wolf as Interim Chief Financial Officer Kimberly Bambach, Ms. Wolf’s predecessor, continues with Tivic as advisor for strategic transactions and special projects

Exhibit 99.1 PRESS RELEASE Tivic Health Appoints Lisa Wolf as Interim Chief Financial Officer Kimberly Bambach, Ms. Wolf’s predecessor, continues with Tivic as advisor for strategic transactions and special projects SAN FRANCISCO – (Business Wire) – September 13, 2024 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic

Up to $1,442,093 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333- 269494 PROSPECTUS SUPPLEMENT (to Prospectus dated February 8, 2023) Up to $1,442,093 Common Stock We have entered into an Equity Distribution Agreement, dated September 13, 2024 (the “Equity Distribution Agreement”), with Maxim Group LLC (“Maxim, or the “Sales Agent”), relating to the sale of shares of our common stock offered by this prospect

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): September 12, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Comm

Form of Equity Distribution Agreement, by and between Tivic Health Systems, Inc. and Maxim Group LLC, dated September 13, 2024

Exhibit 1.1 Tivic Health Systems, Inc. Up to $10,000,000 Shares of Common Stock Equity Distribution Agreement September 13, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Tivic Health Systems, Inc., a Delaware corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as sales agent, shares of common stock, par va

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent the use in this Offering Statement on Form 1-A of Tivic Health Systems, Inc., of our report dated March 25, 2024 (which includes an explanatory paragraph relating to Tivic Health Systems, Inc’s ability to continue as a going concern) related to our audit of the financial statements of Tivic Health Systems, Inc., as of

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 16, 2024

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 16, 2024 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 14, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Tivic Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Tivic Reports Second Quarter 2024 Financial Results SAN FRANCISCO – (Business Wire) – August 14, 2024 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced its second quarter 2024 financial results and discussed growth strategies based on its investments in vagus nerve stimulation ("VNS").

ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Tivic Health System, Inc. Amended and Restated 2021 Equity Incentive Plan, dated August 9, 2024

Exhibit 10.1 TIVIC HEALTH SYSTEMS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN Plan Adopted by the Board: August 7, 2021 Plan Approved by the Shareholders: August 16, 2021 Amended and Restated Plan Adopted by the Board: June 15, 2024 Amended and Restated Plan Approved by the Shareholders: August 9, 2024 Termination Date: August 6, 2031 1. General. (a) Purposes. The purposes of the Plan ar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): August 09, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Termination of a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): August 01, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 Date of Report (Date of earliest event reported): June 28, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Tivic Health: Christina Valauri Appointed to Board of Directors Wall Street Capital Markets Veteran and Recognized All-Star Bio-Medical Technology Analyst joins Tivic Health’s Governance Team

Exhibit 99.1 PRESS RELEASE Tivic Health: Christina Valauri Appointed to Board of Directors Wall Street Capital Markets Veteran and Recognized All-Star Bio-Medical Technology Analyst joins Tivic Health’s Governance Team SAN FRANCISCO – June 18, 2024 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, is pleased

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Shareholder Director Nominations

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 Date of Report (Date of earliest event reported): June 17, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): May 24, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Sublease Termination Agreement, dated May 21, 2024, by and between Tivic Health Systems, Inc. and Czarnowski Display Service, Inc

Exhibit 10.1 SUBLEASE TERMINATION AGREEMENT This Sublease Termination Agreement (this “Agreement”), is dated May 21, 2024 (the “Effective Date”), and is between Czarnowski Display Service, Inc., an Illinois Corporation (“Sublessor”), and Tivic Health Systems, Inc., a Delaware corporation (“Sublessee”). BACKGROUND A. Sublessor and Sublessee are parties to a Sublease dated November 17, 2021 (the “Su

NASDAQ TIVC INVESTOR PRESENTATION 2022 SEPT The future of medicineis electronic. NASDAQ : TIVC INVESTOR PRESENTATION May 2024

NASDAQ TIVC INVESTOR PRESENTATION 2022 SEPT The future of medicine is electronic. NASDAQ : TIVC INVESTOR PRESENTATION May 2024 Forward-Looking Statements This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. Statements regarding our future results of operations and financial

Tivic Health Partners with the Feinstein Institutes to Advance its Patent-pending, Non-Invasive Cervical Vagus Nerve Stimulation; Begins Optimization of ncVNS for use in Clinical Indications

Exhibit 99.1 PRESS RELEASE Tivic Health Partners with the Feinstein Institutes to Advance its Patent-pending, Non-Invasive Cervical Vagus Nerve Stimulation; Begins Optimization of ncVNS for use in Clinical Indications SAN FRANCISCO – May 22, 2024– Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced tod

Collaboration and Research Support Agreement, dated May 17, 2024, by and between Tivic Health Systems, Inc. and The Feinstein Institutes for Medical Research

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. COLLABORATION AND RESEARCH SUPPORT AGREEMENT This Collaboration and Research Support Agreement (the “Agreement”), effective as of the dat

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

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 Date of Report (Date of earliest event reported): May 17, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 15, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Exhibit 1

EX-99.1 2 ea020604202ex99-1tivic.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agr

Tivic Reports First Quarter 2024 Financial Results and Subsequent Events

Exhibit 99.1 Tivic Reports First Quarter 2024 Financial Results and Subsequent Events SAN FRANCISCO – (Business Wire) – May 15, 2024 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced its first quarter 2024 financial results with discussion of subsequent events. "Q1 2024 and the weeks thereafter repr

TIVC / Tivic Health Systems, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea0206042-13gintrativic.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tivic Health Systems, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 888705209 (CUSIP Number) May 9, 2024 (Date of Event Which Requires Filing of this Statem

Placement Agent Warrant, dated May 13, 2024

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares: 188,400                            Initial Exercise Date: November 9, 2024 Issue Date: May 13, 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the

Form of Series B Warrant, dated May 13, 2024

Exhibit 4.2 SERIES B COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares: 7,065,000                           Initial Exercise Date: May 13, 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina

Tivic Health Systems, Inc. 4,710,000 Shares of Common Stock 4,710,000 Series A Warrants 7,065,000 Series B Warrants 188,400 Placement Agent Warrants Up to 11,963,400 Shares of Common Stock Underlying the Series A Warrants, Series B Warrants and Place

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-278383 Tivic Health Systems, Inc. 4,710,000 Shares of Common Stock 4,710,000 Series A Warrants 7,065,000 Series B Warrants 188,400 Placement Agent Warrants Up to 11,963,400 Shares of Common Stock Underlying the Series A Warrants, Series B Warrants and Placement Agent Warrants We are offering 4,710,000 shares of our commo

Tivic Health Announces Closing of $4.0 Million Public Offering

Exhibit 99.2 Tivic Health Announces Closing of $4.0 Million Public Offering SAN FRANCISCO, May 13, 2024—(BUSINESS WIRE)—Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the closing of its previously announced public offering of an aggregate of 4,710,000 shares of its common stock, Series A warrants t

Warrant Agency Agreement, dated May 13, 2024, by and between Tivic Health Systems, Inc. and Equiniti Trust Company, LLC

Exhibit 4.4 TIVIC HEALTH SYSTEMS, INC. and EQUINITI TRUST COMPANY., as Warrant Agent Warrant Agency Agreement Dated as of May 13, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of May 13, 2024 (“Agreement”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC a New York limited liability trust company (the “Warrant Ag

Tivic Health Announces Pricing of $4.0 Million Public Offering

Exhibit 99.1 Tivic Health Announces Pricing of $4.0 Million Public Offering SAN FRANCISCO, May 9, 2024—(BUSINESS WIRE)—Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the pricing of its public offering of an aggregate of 4,710,000 shares of its common stock, Series A warrants to purchase up to 4,710

Form of Series A Warrant, dated May 13, 2024

Exhibit 4.1 SERIES A COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares: 4,710,000                            Initial Exercise Date: May 13, 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions herein

Placement Agency Agreement, dated May 9, 2024 by and between Tivic Health Systems, Inc. and Maxim Group, LLC.

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 9, 2024    Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Tivic Health Systems, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,003,500.00 of registered units (the “Units”) of the Company, each Unit consisting

Current Report

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 Date of Report (Date of earliest event reported): May 9, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Form of Securities Purchase Agreement, dated May 9, 2024, by and between Tivic Health Systems, Inc. and the investors party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2024 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Series B Common Stock Purchase Warrant (current offering)

EX-4.11 Exhibit 4.11 SERIES B COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares:       Initial Exercise Date:      , 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,       or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

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

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 Date of Report (Date of earliest event reported): May 08, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333-278383 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 193

Table of Contents As filed with the Securities and Exchange Commission on May 8, 2024 Registration No.

Tivic Health Systems, Inc. 25821 Industrial Blvd., Suite 100 Hayward, CA 94545 (888) 276-6888

Tivic Health Systems, Inc. 25821 Industrial Blvd., Suite 100 Hayward, CA 94545 (888) 276-6888 May 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Tivic Health Systems, Inc. Registration Statement on Form S-1, as amended File No. 333-278383 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentleman:

Form of Placement Agent Agreement.

EX-1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT     , 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Tivic Health Systems, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $    of registered units (the “Units”) of the Company, each Unit consisting of eith

Form of Series A Common Stock Purchase Warrant (current offering).

EX-4.10 Exhibit 4.10 SERIES A COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares:       Initial Exercise Date:      , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,        or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

Form of Warrant Agency Agreement (current offering).

EX-4.13 Exhibit 4.13 TIVIC HEALTH SYSTEMS, INC. and EQUINITI TRUST COMPANY., as Warrant Agent Warrant Agency Agreement Dated as of  , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of  , 2024 (“Agreement”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC a New York limited liability trust company (the “Warrant Age

Tivic Health Announces Successful Completion of Non-Invasive Vagus Nerve Stimulation Study (VNS); Demonstrates Clinically Effective Biological Changes in the Autonomic, Cardiac, and Central Nervous Systems

PRESS RELEASE Tivic Health Announces Successful Completion of Non-Invasive Vagus Nerve Stimulation Study (VNS); Demonstrates Clinically Effective Biological Changes in the Autonomic, Cardiac, and Central Nervous Systems SAN FRANCISCO – May XXX, 2024– Tivic Health® Systems, Inc.

May 8, 2024

May 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re:  Tivic Health Systems, Inc. Registration Statement on Form S-1, as amended File No. 333-278383 Ladies and Gentlemen: As the placement agent of the proposed offering of Tivic Health Systems, Inc. (the “Company”), we hereby join the Company’s request for ac

Form of Securities Purchase Agreement (current offering).

EX-10.17 Exhibit 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May  , 2024 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tivic Health Systems, Inc.

As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-278383 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on April 29, 2024 Registration No.

Form of Pre-Funded Warrant (current offering).

EX-4.9 Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares:    Initial Exercise Date:    , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,        or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

Form of Placement Agent Warrant (current offering).

EX-4.11 Exhibit 4.11 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares: 1 Initial Exercise Date: , 2024   Issue Date: , 2024       THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

Form of Securities Purchase Agreement (current offering).

EX-10.17 Exhibit 10.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April , 2024 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and

Form of Placement Agent Agreement.

EX-1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Tivic Health Systems, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered units (the “Units”) of the Company, each Unit consisting of either (a)

Form of Common Stock Purchase Warrant (current offering).

EX-4.10 Exhibit 4.10 COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “

Form of Warrant Agency Agreement (current offering).

EX-4.12 Exhibit 4.12 TIVIC HEALTH SYSTEMS, INC. and EQUINITI TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of  , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC a New York limited liability trust company (the “Warrant Agent

Power of Attorney (incorporated by reference to the signature page of this Registration Statement on Form S-1).

Table of Contents As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tivic Health Systems, Inc.

Amendment #1 to Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated March 5, 2024

Exhibit 10.16 AMENDMENT #1 TO FULFILLMENT SERVICES AGREEMENT QT-4066-5 By and Between Tivic Health Systems, Inc. (“Tivic Health”), and ALOM Technologies Corporation, a California Effective Date: November 28, 2022 This Amendment #1 ("Amendment") to the Fulfilment Services Agreement by and between Tivic Health as Customer, and ALOM Technologies Corporation, as ALOM, Effective Date: November 28, 2022

ivic Health Systems, Inc. Insider Trading Policy.

Exhibit 19.1 TIVIC HEALTH SYSTEMS, INC. INSIDER TRADING POLICY Effective as of November 15, 2021 Last Updated: November 6, 2023 This Insider Trading Policy (this “Policy”) provides the standards of Tivic Health Systems, Inc. (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly-traded companies while in possession of confidential information

Tivic Health Systems, Inc. Compensation Recovery Policy.

Exhibit 97.1 Tivic Health Systems, Inc. Compensation Recovery Policy Adopted: November 6, 2023 1. INTRODUCTION Tivic Health Systems, Inc. (the “Company”) is committed to creating and maintaining strong corporate governance practices. As part of this commitment, and in order to comply with applicable rules and regulations, the Company’s Board of Directors (the “Board”) has adopted this Compensation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Tivic Reports Fiscal Year 2023 Financial Results

Exhibit 99.1 Tivic Reports Fiscal Year 2023 Financial Results SAN FRANCISCO – (Business Wire) – March 25, 2024 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced its financial results for the year ending December 31, 2023. Tivic’s commercial platform is a handheld design that interfaces non-invasivel

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 25, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

US8887051006 / Tivic Health Systems Inc / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 l1cap13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 2 Under the Securities Exchange Act of 1934 Tivic Health Systems, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 888705100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

US8887051006 / Tivic Health Systems Inc / Bigger Capital, LLC Passive Investment

SC 13G/A 1 sc13ga110022tivc02012024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Tivic Health Systems, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Secu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): January 22, 2024 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 14, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Tivic Reports Third Quarter 2023 Financial Results 71% Gross Profit Increase; 30% Decrease in Operating Expenses

Exhibit 99.1 Tivic Reports Third Quarter 2023 Financial Results 71% Gross Profit Increase; 30% Decrease in Operating Expenses SAN FRANCISCO – (Business Wire) – November 14, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced its financial results for the third quarter 2023 ended September 30, 2023 (“Q3

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): September 26, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Comm

Tivic Health Partners with InStep Health to Access over 2,500 Healthcare Providers and their Patients New Healthcare Provider Program Set to Educate and Drive Patient Awareness of ClearUP

Exhibit 99.1 Tivic Health Partners with InStep Health to Access over 2,500 Healthcare Providers and their Patients New Healthcare Provider Program Set to Educate and Drive Patient Awareness of ClearUP SAN FRANCISCO – September 26, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced today that it has si

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 Date of Report (Date of earliest event reported): September 15, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Comm

Tivic Health Systems, Inc. Regains Compliance With Nasdaq Listing Requirements

Exhibit 99.1 PRESS RELEASE Tivic Health Systems, Inc. Regains Compliance With Nasdaq Listing Requirements SAN FRANCISCO – September 20, 2023 – Tivic Health® Systems, Inc. (Nasdaq: TIVC) (“Tivic” or the “Company”), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, announced today that it has received notice from The NASDAQ Stock Market LLC (NASDAQ

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed August 21, 2023 (effective August 23, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TIVIC HEALTH SYSTEMS, INC. TIVIC HEALTH SYSTEMS, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The name of the Corporation is Tivic Health Systems, Inc. The Certificate of Incorpora

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

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 Date of Report (Date of earliest event reported): August 21, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Tivic Health Systems, Inc. Announces Reverse Stock Split

Exhibit 99.1 PRESS RELEASE Tivic Health Systems, Inc. Announces Reverse Stock Split SAN FRANCISCO – August 22, 2023 – Tivic Health® Systems, Inc. (“Tivic”) (Nasdaq: TIVC) (“Tivic” or the “Company"), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, announced today that its Board of Directors has declared a 1-for-100 reverse stock split of the co

Tivic Reports Second Quarter 2023 Financial Results

Exhibit 99.1 Tivic Reports Second Quarter 2023 Financial Results SAN FRANCISCO – (Business Wire) – August 14, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced its financial results for the second quarter 2023 ended June 30, 2023 (“Q2 2023”). Second Quarter 2023 Financial Summary • Gross profit of 37

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

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 Date of Report (Date of earliest event reported): August 11, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ppju5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Placement Agent Warrant, dated August 9, 2023

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Tivic Health Announces Proposed Public Offering of Common Stock

EXHIBIT 99.1 PRESS RELEASE Tivic Health Announces Proposed Public Offering of Common Stock SAN FRANCISCO – August 4, 2023 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced that it intends to offer and sell shares of its common stock in a public offering. All of the shares of common stock are

Placement Agency Agreement, dated August 6, 2023, by and between Tivic Health Systems, Inc. and Maxim Group LLC.

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT August 6, 2023 Tivic Health Systems, Inc. 25821 Industrial Blvd., Suite 100 Hayward, CA 94545 Attention: Jennifer Ernst, Chief Executive Officer Dear Ms. Ernst: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (the “Placement Agent”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”), pursuant to which th

Tivic Health Announces Pricing of $1.4 Million Public Offering of Common Stock

Exhibit 99.2 PRESS RELEASE Tivic Health Announces Pricing of $1.4 Million Public Offering of Common Stock SAN FRANCISCO – August 6, 2023 – Tivic Health® Systems, Inc. (“Tivic”, “Company”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the pricing of its previously announced public offering of 33,173,000 shares of its common stock at a

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

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 Date of Report (Date of earliest event reported): August 06, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Securities Purchase Agreement, dated August 6, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2023 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

33,173,000 Shares of Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269494 Prospectus Supplement (to Prospectus dated February 8, 2023) 33,173,000 Shares of Common Stock We are offering 33,173,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), at a public offering price of $0.041 per share, to certain investors pursuant to this prospectus supplement and the acc

Subject to Completion, dated August 4, 2023

424B5 Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

Tivic Health Expands IP Protection with Issuance of Sixth Patent for its Bioelectronic Platform

Exhibit 99.1 PRESS RELEASE Tivic Health Expands IP Protection with Issuance of Sixth Patent for its Bioelectronic Platform SAN FRANCISCO – July 31, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, announced today that the U.S. Patent and Trademark Office has issued its sixth patent for its bioelectronic platf

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

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 Date of Report (Date of earliest event reported): July 31, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Letter from the CEO of Tivic Health, Jennifer Ernst. Tivic Health CEO Provides Additional Information regarding the Company’s Current Report on Form 8-K

Exhibit 99.1 PRESS RELEASE Letter from the CEO of Tivic Health, Jennifer Ernst. Tivic Health CEO Provides Additional Information regarding the Company’s Current Report on Form 8-K SAN FRANCISCO – July 28, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today issued the following letter from the CEO, Jennifer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 Date of Report (Date of earliest event reported): July 24, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

US8887051006 / Tivic Health Systems Inc / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Tivic Health Systems, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 888705100 (CUSIP Number) July 17, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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 Date of Report (Date of earliest event reported): July 14, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Placement Agent Warrant, dated July 19, 2023.

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Tivic Health Announces Pricing of $2.1 Million Public Offering of Common Stock

EXHIBIT 99.2 PRESS RELEASE Tivic Health Announces Pricing of $2.1 Million Public Offering of Common Stock SAN FRANCISCO – July 17, 2023 – Tivic Health® Systems, Inc. (“Tivic”, “Company”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the pricing of its previously announced public offering of 51,250,000 shares of its common stock at a p

Tivic Health Announces Proposed Public Offering of Common Stock

EXHIBIT 99.1 PRESS RELEASE Tivic Health Announces Proposed Public Offering of Common Stock SAN FRANCISCO – July 14, 2023 – Tivic Health® Systems, Inc. (“Tivic”, “Company”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced that it intends to offer and sell shares of its common stock in a public offering. All of the shares of common stock a

Placement Agency Agreement, dated July 14, 2023, by and between Tivic Health Systems, Inc. and Maxim Group LLC.

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT July 14, 2023 Tivic Health Systems, Inc. 25821 Industrial Blvd., Suite 100 Hayward, CA 94545 Attention: Jennifer Ernst, Chief Executive Officer Dear Ms. Ernst: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (the “Placement Agent”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the

Form of Securities Purchase Agreement, dated July 14, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto

exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2023 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

US8887051006 / Tivic Health Systems Inc / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tivic Health Systems, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 888705100 (CUSIP Number) July 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

51,250,000 Shares of Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269494 Prospectus Supplement (to Prospectus dated February 8, 2023) 51,250,000 Shares of Common Stock We are offering 51,250,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), at a public offering price of $0.040 per share, to certain investors pursuant to this prospectus supplement and the acc

Subject to Completion, dated July 14, 2023

Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Form of Securities Purchase Agreement, dated July 10, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2023 between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

Placement Agent Warrant, dated July 11, 2023

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

32,500,000 Shares of Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269494 Prospectus Supplement (to Prospectus dated February 8, 2023) 32,500,000 Shares of Common Stock We are offering 32,500,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), at a public offering price of $0.055 per share, to certain investors pursuant to this prospectus supplement and the acc

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

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 Date of Report (Date of earliest event reported): July 10, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Placement Agency Agreement, dated July 10, 2023, by and between Tivic Health Systems, Inc. and Maxim Group LLC.

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT July 10, 2023 Tivic Health Systems, Inc. 25821 Industrial Blvd., Suite 100 Hayward, CA 94545 Attention: Jennifer Ernst, Chief Executive Officer Dear Ms. Ernst: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (the “Placement Agent”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the

Tivic Health Announces Pricing of $1.8 Million Public Offering of Common Stock

Exhibit 99.2 PRESS RELEASE Tivic Health Announces Pricing of $1.8 Million Public Offering of Common Stock SAN FRANCISCO – July 10, 2023 – Tivic Health® Systems, Inc. (“Tivic”, “Company”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the pricing of its previously announced public offering of 32,500,000 shares of its common stock at a p

Tivic Health Announces Proposed Public Offering of Common Stock

Exhibit 99.1 PRESS RELEASE Tivic Health Announces Proposed Public Offering of Common Stock SAN FRANCISCO – July 7, 2023 – Tivic Health® Systems, Inc. (“Tivic”, “Company”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced that it intends to offer and sell shares of its common stock in a public offering. All of the shares of common stock ar

Subject to Completion, dated July 7, 2023

424B5 Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

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

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 Date of Report (Date of earliest event reported): July 05, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Certificate of Amendment to the Amended and Restated Bylaws of the Company, dated July 5, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF TIVIC HEALTH SYSTEMS, INC. (a Delaware corporation) The undersigned hereby certifies that: 1. She is the duly elected, qualified and acting Secretary of Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and in charge of the corporate minute book and corporate records of the Company. 2. On July 5, 2023, the

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

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 Date of Report (Date of earliest event reported): June 14, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

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

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 Date of Report (Date of earliest event reported): June 06, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissio

Tivic to reconvene Annual Meeting of Stockholders June 14, 2023 Tivic urges shareholders of record as of April 13, 2023, to vote their shares

Exhibit 99.1 Tivic to reconvene Annual Meeting of Stockholders June 14, 2023 Tivic urges shareholders of record as of April 13, 2023, to vote their shares SAN FRANCISCO - June 9, 2023 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced that its 2023 Annual Meeting of Stockholders (the “Annual M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

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

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 Date of Report (Date of earliest event reported): May 15, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission

Tivic Reports First Quarter 2023 Financial Results Gross Profit Increase by 61.3%; extends innovation pipeline to include vagus nerve stimulation

Exhibit 99.1 Tivic Reports First Quarter 2023 Financial Results Gross Profit Increase by 61.3%; extends innovation pipeline to include vagus nerve stimulation SAN FRANCISCO – (Business Wire) – May 15, 2023 – Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, is pleased to announce its financial results for the first q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

Tivic Announces Appointment of New Interim CFO, Kimberly Bambach, and Strategic Advisor to the Board, Christine Valauri

Exhibit 99.1 P R E S S R E L E A S E Tivic Announces Appointment of New Interim CFO, Kimberly Bambach, and Strategic Advisor to the Board, Christine Valauri SAN FRANCISCO - May 1, 2023 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a health tech company that develops and commercializes bioelectronic medicine, today announced the appointment of veteran Kimberly Bambach to serve as In

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

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 Date of Report (Date of earliest event reported): April 28, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): April 13, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Tivic, The Feinstein Institutes for Medical Research Announce Pilot Study to Test Novel Non-Invasive Bioelectronic Approach to Vagus Nerve Stimulation

Exhibit 99.1 Tivic, The Feinstein Institutes for Medical Research Announce Pilot Study to Test Novel Non-Invasive Bioelectronic Approach to Vagus Nerve Stimulation SAN FRANCISCO, MANHASSET – April 13, 2023 – Tivic Health® Systems, Inc. (“Tivic”) (Nasdaq: TIVC), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced a research collabora

Tivic Expands Bioelectronic Portfolio; Files Patent Application for New Approach to Non-Invasive Vagus Nerve Stimulation

Exhibit 99.1 PRESS RELEASE Tivic Expands Bioelectronic Portfolio; Files Patent Application for New Approach to Non-Invasive Vagus Nerve Stimulation SAN FRANCISCO – April 11, 2023 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced that it has filed its first patent in Vag

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

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 Date of Report (Date of earliest event reported): April 11, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

Tivic Health Reports Fiscal Year 2022 Financial Results

Exhibit 99.1 Tivic Health Reports Fiscal Year 2022 Financial Results SAN FRANCISCO – (Business Wire) – March 31, 2022 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced its financial results for the year ending December 31, 2022. Year over Year Highlights • 46% growth in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41052 Tivic Health Systems, Inc.

NASDAQ TIVC INVESTOR PRESENTATION 2022 SEPT Make text into real text. Use vector graphic for logo. 72? Or 150? The future of medicineis electronic. NASDAQ TIVC INVESTOR PRESENTATION 2023 March

NASDAQ TIVC INVESTOR PRESENTATION 2022 SEPT Make text into real text. Use vector graphic for logo. 72? Or 150? The future of medicine is electronic. NASDAQ TIVC INVESTOR PRESENTATION 2023 March This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. Statements regarding our fut

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 31, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commissi

US8887051006 / Tivic Health Systems Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Tivic Health Systems, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 888705100 (CUSIP Number) February

Joint Filing Agreement

EX-99.1 2 ex991to13g10022tivc02212023.htm Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 21, 2023 with respect to the shares of Common Stock of Tivic Health Systems, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance

Tivic Health Systems, Inc. Announces Pricing of Public Offering

Exhibit 99.1 PRESS RELEASE Tivic Health Systems, Inc. Announces Pricing of Public Offering SAN FRANCISCO – February 8, 2023 – Tivic Health® Systems, Inc. (“Tivic”) (Nasdaq: TIVC), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced the pricing of an underwritten public offering of an aggregate of 20,000,000 shares of common stock. E

Tivic Health Systems, Inc. Announces Closing of Public Offering

Exhibit 99.2 PRESS RELEASE Tivic Health Systems, Inc. Announces Closing of Public Offering SAN FRANCISCO – February 13, 2023 – Tivic Health® Systems, Inc. (“Tivic”) (Nasdaq: TIVC) (“Tivic” or the “Company), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced the closing of its previously announced underwritten public offering of an

Form of Representative’s Warrant (February 2023 offering)

EX-4 3 tivc-ex41.htm EX-4.1 Exhibit 4.1 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR

Underwriting Agreement, dated February 8, 2023

Exhibit 1.1 UNDERWRITING AGREEMENT between TIVIC HEALTH SYSTEMS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters TIVIC HEALTH SYSTEMS, INC. UNDERWRITING AGREEMENT New York, New York February 8, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The u

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): February 08, 2023 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commi

ThinkEquity The date of this prospectus is February 8, 2023

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-268010 PROSPECTUS 20,000,000 Shares of Common Stock Tivic Health Systems, Inc. We are offering 20,000,000 shares of our common stock, par value $0.0001 per share, at a public offering price of $0.25 per share. Our common stock is traded on The Nasdaq Capital Market tier of The Nasdaq Stock Market, LLC under the symbol “T