VBIO / Valion Bio, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

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 28, 2026 Valion Bio, Inc. (Ex

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 28, 2026 Valion Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (IRS Employer

SECOND AMENDMENT TO VALION BIO, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

Exhibit 10.1 SECOND AMENDMENT TO VALION BIO, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN WHEREAS, the Board of Directors and stockholders of Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.) (the “Company”) have each adopted and approved the Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”); WHEREAS, as of January 1, 2026, pursuant to

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 14, 2026 Valion Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Valion Bio Reports First Quarter 2026 Financial Results First Reporting Quarter as Valion Bio Marked by Continued Advancement of the Entolimod Platform, Broader Government Engagement, and Continued Integration of Velocity Bioworks Conference Call to

Exhibit 99.1 Valion Bio Reports First Quarter 2026 Financial Results First Reporting Quarter as Valion Bio Marked by Continued Advancement of the Entolimod Platform, Broader Government Engagement, and Continued Integration of Velocity Bioworks Conference Call to be Held Today at 1:30 PM PT / 4:30 PM ET SAN ANTONIO, May 14, 2026 – Valion Bio, Inc. (formerly Tivic Health Systems, Inc.) (Nasdaq: VBIO

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, 2026 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 Valion Bio, Inc.

Valion Bio Appoints Melinda Lackey as General Counsel

Exhibit 99.1 Valion Bio Appoints Melinda Lackey as General Counsel Seasoned Biopharmaceutical Attorney with Deep IP, Clinical-Stage, and Nasdaq Public Company Experience Joins Leadership Team SAN ANTONIO, MAY 4, 2026 /PRNewswire/ Valion Bio, Inc. (formerly Tivic Health Systems, Inc.) (Nasdaq: VBIO), a clinical-stage immunotherapeutics company developing Entolimod™ for Acute Radiation Syndrome (ARS

TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”) by and between Tivic Health Systems, Inc., a Delaware limited liability company (the “Company”) and Melinda Lackey (“Employee”). 1. Duties and Scope of Employment. (a) Position. For the term of your employment under this 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): May 1, 2026 Valion Bio, Inc. (Exa

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 1, 2026 Valion Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

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.__)

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-6(e)(2)) ☒ Defini

ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or տ 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.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TIVIC HEALTH SYSTEMS, INC.

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 Rebrands as Valion Bio, Reflecting Completed Transformation into a Late-Stage Biopharmaceutical Company with Government-Backed Asset and Potential Multiple Revenue Stream Model

Exhibit 99.1 FOR IMMEDIATE RELEASE Tivic Health Systems Rebrands as Valion Bio, Reflecting Completed Transformation into a Late-Stage Biopharmaceutical Company with Government-Backed Asset and Potential Multiple Revenue Stream Model Ticker Symbol to Change from TIVC to VBIO Effective April 28, 2026; Company Advancing Entolimod™ Toward BARDA Funding and Strategic National Stockpile Procurement Whil

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, 2026 Tivic Health Syste

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, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (I

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

956,222 Shares of Common Stock

Tivic Health Systems, Inc. S-1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-295029 PROSPECTUS 956,222 Shares of Common Stock This prospectus relates to the offer and resale by Tumim Stone Capital, LLC (“Tumim” or the “Selling Stockholder”) of up to an aggregate of 956,222 shares (the “Shares”) of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company”), con

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-1 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

Tivic Health Systems, Inc. 1305 E. Houston Street, Building 1, Suite 311 San Antonio, TX 78205 (888) 276-6888

Tivic Health Systems, Inc. 1305 E. Houston Street, Building 1, Suite 311 San Antonio, TX 78205 (888) 276-6888 April 13, 2026 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. 333-295029 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Ge

As filed with the Securities and Exchange Commission on April 13, 2026.

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2026.

LETTER

April 9, 2026 Michael K. Handley Chief Executive Officer Tivic Health Systems, Inc. 1305 E. Houston Street, Building 1, Suite 311 San Antonio, TX 78205 Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-1 Submitted April 6, 2026 CIK No. 0001787740 Dear Michael K. Handley: This is to advise you that we do not intend to review your registration statement. We request that you publi

As confidentially submitted to the Securities and Exchange Commission on April 6, 2026. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confide

Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 6, 2026.

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

Table of Contents 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, 2025 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.

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 25, 2026 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 Reports Full Year 2025 Results Completes Strategic Transformation into an Immunotherapy Company and Continues to Advance Entolimod Platform Toward Potential Funding Partnerships Conference Call to be Held Today at 1:30 PM PT / 4:30 PM ET

Exhibit 99.1 For Immediate Release Tivic Reports Full Year 2025 Results Completes Strategic Transformation into an Immunotherapy Company and Continues to Advance Entolimod Platform Toward Potential Funding Partnerships Conference Call to be Held Today at 1:30 PM PT / 4:30 PM ET SAN ANTONIO, March 25, 2026 — Tivic Health Systems, Inc. (Nasdaq: TIVC), a development-stage immunotherapy company, today

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 19, 2026 Tivic Health Syste

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 19, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (I

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 9, 2026 Tivic Health System

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 9, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (IR

BUILDING LEASE AGREEMENT

Exhibit 10.1 BUILDING LEASE AGREEMENT This BUILDING LEASE AGREEMENT (“Lease”), dated as of the 13th day of March, 2026 (the “Effective Date”), is entered into by and between TPB Merchants Ice LLC, a Texas limited liability company (“Landlord”) and Velocity Bioworks, Inc., a Delaware corporation (“Tenant"). Landlord and Tenant are also sometimes referred to in this Lease collectively as the "Partie

Lease Months (following the Lease Commencement Date and any partial month after the Lease Commencement Date prior to the first full calendar month of the Term)

Exhibit 10.2 LEASE THIS LEASE (“Lease”) is made this 1st day of January, 2026 (the “Effective Date”), by and between MERCHANTS ICE II, LLC, a Texas limited liability company (hereinafter referred to as “Landlord”) and Velocity Bioworks, Inc., a Delaware corporation (hereinafter referred to as “Tenant”). WHEREAS, Landlord is the owner of a certain parcel of real property located at 1305 E. Houston

SUBLEASE Basic Information

Exhibit 10.3 SUBLEASE Basic Information Date: January 1, 2026 Sublessor: Texas Research and Technology Foundation, a Texas non-profit corporation Sublessor’s Address: 1305 E. Houston St. San Antonio, Texas 78205 Sublessee: Velocity Bioworks, Inc, a Delaware corporation Sublessee’s Address: 1305 E. Houston St., Ste. 1305 San Antonio, Texas 78205 Subleased Premises: Suite 1305, containing approximat

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 11, 2026 Tivic Health Syste

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 11, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (I

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS This Confidential Separation Agreement (“Agreement”) is made by and between Tivic Health Systems, Inc., a Delaware limited liability company (“Tivic” or “Company”) and Jennifer Ernst (“Employee” or “you”). In consideration for the execution of this Agreement, and the performance of the terms and conditions herein, Tivic and E

Biotech Veteran Michael K. Handley Named CEO of Tivic Health Systems to Spearhead Strategic Expansion in Biopharma

Exhibit 99.1 FOR IMMEDIATE RELEASE Biotech Veteran Michael K. Handley Named CEO of Tivic Health Systems to Spearhead Strategic Expansion in Biopharma SAN FRANCISCO, CA — March 4, 2026 — Tivic Health Systems, Inc. (Nasdaq: TIVC) (“Tivic” or the “Company”), a late-stage immunotherapeutics company, today announced that its Board of Directors has appointed Michael K. Handley as Chief Executive Officer

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 2, 2026 Tivic Health System

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 2, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number) (IR

SCORPIUS HOLDINGS, INC. Consolidated Balance Sheets

Exhibit 99.1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Scorpius Holdings, Inc. San Antonio, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Scorpius Holdings, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensi

SCORPIUS HOLDINGS, INC. Condensed Consolidated Balance Sheets

Exhibit 99.2 ITEM 1. FINANCIAL STATEMENTS SCORPIUS HOLDINGS, INC. Condensed Consolidated Balance Sheets September 30, December 31, 2025 2024 (unaudited) Current Assets Cash and cash equivalents $ 581,608 $ 1,027,997 Short-term investments 19,178 135,143 Accounts receivable 179,887 143,469 Prepaid expenses and other current assets 1,137,478 1,755,658 Inventory - raw materials 203,483 198,688 Total

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and statements of operations for the nine months ended September 30, 2025 and year ended December 31, 2024, based upon the combined historical financial statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 9, 2025 Tivic Health S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 9, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number

PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK TIVIC HEALTH SYSTEMS, INC.

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK TIVIC HEALTH SYSTEMS, INC. Warrant Shares: [●] Initial Exercise Date: February 6, 2026 Issuance Date: February 6, 2026 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Tumim Stone Capital, LLC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exerci

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. _)

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-6(e)(2)) ☐ Defin

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 6, 2026 Tivic Health Sys

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 6, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number)

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2026, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase A

COMMON STOCK PURCHASE AGREEMENT dated as of February 6, 2026 by and between TIVIC HEALTH SYSTEMS, INC. TUMIM STONE CAPITAL, LLC table of contents

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT dated as of February 6, 2026 by and between TIVIC HEALTH SYSTEMS, INC. and TUMIM STONE CAPITAL, LLC table of contents Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1 Purchase and Sale of Stock 1 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcement and Required Filings 2 Section 2.4 Commi

36,135,295 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292468 PROSPECTUS 36,135,295 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 36,135,295 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”), consisti

Nasdaq: TIVC | www.tivichealth.com ® [email protected] – January 2026 – Jennifer Ernst, CEO, Tivic Health Harnessing the immune system to save lives and improve clinical outcomes • Late - stage, highly de - risked assets • Competitively differentiat

Exhibit 99.1 Nasdaq: TIVC | www.tivichealth.com ® [email protected] – January 2026 – Jennifer Ernst, CEO, Tivic Health Harnessing the immune system to save lives and improve clinical outcomes • Late - stage, highly de - risked assets • Competitively differentiated treatments for radiation damage, oncology, and immune system modification • Experienced management team • Targeting multiple high valu

13,659,638 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292467 PROSPECTUS 13,659,638 Shares of Common Stock This prospectus relates to the offer and resale from time to time of up to 13,659,638 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”) by 3i, LP (the “selling stockholder” or “3i”). We are registering the resale of (i) up

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 20, 2026 Tivic Health Sys

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 20, 2026 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number)

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

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

Table of Contents As filed with the Securities and Exchange Commission on December 29, 2025.

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 December 29, 2025.

Table of Contents As filed with the Securities and Exchange Commission on December 29, 2025.

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

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

1,592,135 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 289953 PROSPECTUS SUPPLEMENT (To Prospectus Dated September 5, 2025) 1,592,135 Shares of Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated September 5, 2025 (the “Prospectus”), filed with the Securities and Exchange Commission as part of the registration statement on Form S-3 (File No. 333-

1,580,437 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-290944 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 6, 2025) 1,580,437 Shares of Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated November 6, 2025 (the “Prospectus”), filed with the Securities and Exchange Commission as part of the registration statement on Form S-3 (File No. 333-290

ASSET PURCHASE AGREEMENT

Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2025 (the “Effective Date”), by and between 3i, LP, a Delaware limited partnership, as secured party seller (in such capacity, “Seller”) on the one hand, and Velocity Bioworks, Inc. (“Buyer”), a Delaware corporation and wholly-owned subsidiary of Tivic Health Systems, Inc., a Del

SECURITIES PURCHASE AGREEMENT

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of December 9, 2025 (the “Execution Date”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (including its designees, successors and assigns, the “Purchasers”). RECITALS A. The

TIVIC HEALTH SYSTEMS INC. COMMON STOCK PURCHASE WARRANT

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

Delaware The First State Page 1 5976896 8100 SR# 20254806274 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 205553134 Date: 12 - 09 - 25 I, CHARUNI PATIBANDA - SANCHEZ, SECRETARY OF STATE OF THE STATE OF DEL

Exhibit 3.1 Delaware The First State Page 1 5976896 8100 SR# 20254806274 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 205553134 Date: 12 - 09 - 25 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

TIVIC HEALTH SYSTEMS INC. SENIOR SECURED CONVERTIBLE NOTE

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEM

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 9, 2025 (the “Subscription Date”), is by and among Tivic Health Systems, Inc., a Delaware corporation with offices located at 47685 Lakeview Blvd., Fremont, California 94538 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2025, is by and among the investors (the “Investors”) whose names appear on the signature pages attached hereto, and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). RECITALS A.The Company and the Investors have entered into that certain Securities Purchase A

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 9, 2025 (this “Agreement”), is among Tivic Health Systems, Inc. (the “Company”), Velocity Bioworks, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, 3i, LP, as a secured party (together with the other parties who become secured parties under this Agreement, the “Secured Parties”), and 3i, LP, in i

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 9, 2025 Tivic Health Sys

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 9, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number)

TIVIC HEALTH SYSTEMS INC. COMMON STOCK PURCHASE WARRANT

Exhibit 4.2 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 Acquires Ready-to-Scale cGMP Manufacturing and Development Assets to Accelerate Commercialization of Entolimod; Tivic Growth Backed By $90M+ Financing Package

Exhibit 99.1 For Immediate Release Tivic Acquires Ready-to-Scale cGMP Manufacturing and Development Assets to Accelerate Commercialization of Entolimod; Tivic Growth Backed By $90M+ Financing Package · Acquisition creates additional near-term revenue opportunities from newly formed Contract Development and Manufacturing Organization (CDMO) subsidiary, Velocity Bioworks™ · Financing led by 3i, LP i

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2025, is by and between 3i, LP, a Delaware limited partnership (the “Investor”), and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). RECITALS A.The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date he

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.7 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is made and entered into as of December 9, 2025, by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and 3i, LP (the “Purchaser”). WHEREAS, the Securities Purchase Agreement (the “Purchase Agreement”) was made and entered into as of April 29, 202

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): November 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

TIVIC SECURES BARDA MEETING FOR ENTOLIMOD™ FOR ACUTE RADIATION SYNDROME Meeting with Radiological and Nuclear Medical Countermeasures Program

Exhibit 99.1 TIVIC SECURES BARDA MEETING FOR ENTOLIMOD™ FOR ACUTE RADIATION SYNDROME Meeting with Radiological and Nuclear Medical Countermeasures Program FREMONT, Calif. – November 18, 2025 - Tivic Health® Systems, Inc. (Nasdaq: TIVC), a late-stage therapeutics company, today announced it has secured an exclusive Techwatch meeting with the Biomedical Advanced Research and Development Authority (B

Tivic Reports Third Quarter 2025 Financial Results Continues Execution of Strategic Transformation and Advancement of Biologics Pipeline

Exhibit 99.1 Tivic Reports Third Quarter 2025 Financial Results Continues Execution of Strategic Transformation and Advancement of Biologics Pipeline FREMONT, Calif. – November 14, 2025 – Tivic Health® Systems, Inc. (Nasdaq: TIVC), a diversified immunotherapeutics company, today announced financial results for the third quarter and nine months ended September 30, 2025 and provided a business updat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Log Off 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, 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.

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): November 12, 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

Tivic Health Reports Findings of Clinical Optimization Trial of Non-Invasive Cervical Vagus Nerve Stimulation (ncVNS) The study demonstrated that personalizing the stimulation parameters to each user dramatically enhanced autonomic effects

Exhibit 99.1 Tivic Health Reports Findings of Clinical Optimization Trial of Non-Invasive Cervical Vagus Nerve Stimulation (ncVNS) The study demonstrated that personalizing the stimulation parameters to each user dramatically enhanced autonomic effects Fremont, Calif. - November 13, 2025 - Tivic Health Systems, Inc. (Nasdaq: TIVC), a diversified immunotherapeutics company, announced today it has o

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 13, 2025 Tivic Health Sy

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 13, 2025 Tivic Health Systems, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41052 81-4016391 (State or Other Jurisdiction (Commission File Number)

1,580,437 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333- 290944 PROSPECTUS 1,580,437 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 1,580,437 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” “we,” “our,” or “us”), consistin

As filed with the Securities and Exchange Commission on October 17, 2025.

As filed with the Securities and Exchange Commission on October 17, 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

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

TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 TIVIC HEALTH EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of October 8, 2025 (the “Effective Date”) by and between Tivic Health Systems, Inc., a Delaware limited liability company (the “Company”) and Jennifer Ernst (“Employee”). 1. Duties and Scope of Employment. (a) Position. For the term of your employment under this Agreeme

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): October 8, 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 Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 September 17, 2025

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 September 17, 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. Request for Withdrawal of Offering Statement on Form 1-A File No. 024-12489 Ladies and Gentlemen: In accordance with Rule 259 under the

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

EFFECT

X0101 EFFECT 33 LIVE 2025-09-05 17:00:00 S-3 0001787740 Tivic Health Systems, Inc. 333-289953

LETTER

September 3, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc.

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 September 3, 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-3 File No. 333-289953 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule

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

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

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

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

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 August 8, 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-3 File No. 333-289436 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule 461

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.

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

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

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 August 8, 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-3 File No. 333-289441 REQUEST FOR ACCELERERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant to Rule 4

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.

LETTER

August 5, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, CA 94538 Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-3 Filed August 4, 2025 CIK 0001787740 Dear Jennifer Ernst: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at lea

Christopher L. Tinen

Christopher L. Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] 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 (the “Regis

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.

LETTER

July 31, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, CA 94538 Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-3 Submitted July 25, 2025 CIK No. 0001787740 Dear Jennifer Ernst: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement

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

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888

Tivic Health Systems, Inc. 47865 Lakeview Blvd. Fremont, CA 94538 (888) 276-6888 July 28, 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, as amended File No. 333-287853 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant

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

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 July 25, 2025

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

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

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

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Christopher L. Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] July 25, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Conlon Danberg Jane Park Re: Tivic Health Systems, Inc. Registration Statement on Form S-1 Response dated June 26, 2025 File N

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 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.

Filing Fee Table

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

LETTER

July 9, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, California 94538 Re: Tivic Health Systems, Inc. Registration Statement on Form S-1 Response dated June 26, 2025 File No. 333-287853 Dear Jennifer Ernst: We have reviewed your response letter dated June 26, 2025 and have the following comment. Please respond to this letter by amending your r

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

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

***

Christopher L. Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] June 26, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Conlon Danberg Jane Park Re: Tivic Health Systems, Inc. Registration Statement on Form S-1 Filed June 6, 2025 File No. 333-287

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

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

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

LETTER

June 17, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, California 94538 Re: Tivic Health Systems, Inc. Registration Statement on Form S-1 Filed June 6, 2025 File No. 333-287853 Dear Jennifer Ernst: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration st

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

***

Christopher L. Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] June 6, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Conlon Danberg Jane Park Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-1 Submitted May 15, 2025 CIK No.

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 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

FORM ARS

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.

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

LETTER

May 21, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, California 94538 Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-1 Submitted May 15, 2025 CIK No. 0001787740 Dear Jennifer Ernst: We have conducted a limited review of your draft registration statement and have the following comment. Please respond to this letter by pr

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

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.

May 15, 2025

Christopher Tinen Partner O 858.910.4809 | F 858.434.5006 [email protected] May 15, 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 (

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

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

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

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

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

LETTER

May 8, 2025 Jennifer Ernst Chief Executive Officer Tivic Health Systems, Inc. 47685 Lakeview Blvd. Fremont, California 94538 Re: Tivic Health Systems, Inc. Draft Registration Statement on Form S-1 Submitted May 2, 2025 CIK No. 0001787740 Dear Jennifer Ernst: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statem

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

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

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,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 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

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

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

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

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

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

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

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

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.

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 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.

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

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

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

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.

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

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

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

ARS

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.

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, 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

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

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

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

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

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

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

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

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.

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

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

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 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

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

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

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 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 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

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

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.

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 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 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

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

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.

Filing Fee Table

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