Tivic Health Systems, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
VBIO$0.53-2.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. – Exhibits, Financial Statement Schedules
(a)
| (1) | Financial Statements. The financial statements are included in this Annual Report on Form 10-K beginning on page F-1. |
| (2) | Financial Statement Schedules. All financial statement schedules have been omitted since the information is either not applicable or required or was included in the financial statements or notes included in this Annual Report on Form 10-K. |
| (3) | List of Exhibits required by Item 601 of Regulation S-K. See part (b) below. |
| (b) | Exhibits. The following exhibits are filed or furnished with this report. |
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EXHIBIT INDEX
| Exhibit number | Exhibit description | Incorporated by Reference (Form Type) | Filing Date | Filed herewith |
| 1.1 | Form of Equity Distribution Agreement, by and between Tivic Health Systems, Inc. and Maxim Group LLC, dated September 13, 2024. | 8-K | 9/13/2024 | |
| 2.1 | Asset Purchase Agreement and Secured Bill of Sale by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 3.1 | Amended and Restated Certificate of Incorporation, dated November 12, 2021. | 8-K | 11/15/21 | |
| 3.2 | Amended and Restated Bylaws, dated November 12, 2021. | 8-K | 11/15/21 | |
| 3.3 | Certificate of Amendment to the Amended and Restated Bylaws of the Company, dated July 5, 2023. | 8-K | 7/6/2023 | |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed August 21, 2023 (effective August 23, 2023). | 8-K | 8/22/2023 | |
| 3.5 | Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated February 10, 2025. | 10-Q | 5/15/2025 | |
| 3.6 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed March 4, 2025 (effective March 7, 2025). | 8-K | 3/5/2025 | |
| 3.7 | Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated April 29, 2025. | 8-K | 5/2/2025 | |
| 3.8 | Certificate of Designation of Preferences, Rights and Limitations of C Non-Voting Convertible Preferred Stock, dated December 9, 2025. | 8-K | 2/11/2025 | |
| 4.1 | Specimen Stock Certificate. | S-1/A | 9/9/2021 | |
| 4.2 | Form of Representative’s Warrant (IPO). | S-1/A | 9/9/2021 | |
| 4.3 | Warrant to Purchase Common Stock issued to Hannover International, Inc., dated July 1, 2021. | S-1/A | 10/29/2021 | |
| 4.4 | Description of Securities. | 10-K | 3/31/2022 | |
| 4.5 | Form of Representative's Warrant (February 2023 offering). | 8-K | 2/13/2023 | |
| 4.6 | Placement Agent Warrant, dated July 11, 2023. | 8-K | 7/11/2023 |
| 4.7 | Placement Agent Warrant, dated July 19, 2023. | 8-K | 7/19/2023 |
| 4.8 | Placement Agent Warrant, dated August 9, 2023. | 8-K | 8/9/2023 |
| 4.9 | Form of Series A Warrant, dated May 13, 2024. | 8-K | 5/13/2024 |
| 4.10 | Form of Series B Warrant, dated May 13, 2024. | 8-K | 5/13/2024 |
| 4.11 | Placement Agent Warrant, dated May 13, 2024. | 8-K | 5/13/2024 |
| 4.12 | Warrant Agency Agreement, dated May 13, 2024, by and between Tivic Health Systems, Inc. and Equiniti Trust Company, LLC. | 8-K | 5/13/2024 |
| 4.13 | Form of Warrant (Helena Global Investment Opportunities 1 Ltd.). | 8-K | 5/2/2025 |
| 4.14 | Form of Placement Agent Warrant (Craft Capital Management LLC). | S-1 | 7/25/2025 |
| 4.15 | Form of Common Stock Purchase Warrant (Note Offering). | 8-K | 12/11/2025 |
| 4.16 | Form of Common Stock Purchase Warrant (Preferred Offering). | 8-K | 12/11/2025 |
| 4.17 | Form of Pre-Funded Warrant. | 8-K | 2/9/2026 |
| 10.1(a)# | 2017 Equity Incentive Plan, as amended, dated April 13, 2017. | S-1 | 8/3/2021 |
| 10.1(b)# | Form Agreements under 2017 Equity Incentive Plan. | S-1 | 8/3/2021 |
| 10.2(a)# | Tivic Health System, Inc. Amended and Restated 2021 Equity Incentive Plan, dated August 9, 2024. | 8-K | 8/13/2024 |
| 10.2(b)# | First Amendment to Tivic Health Systems, Inc. Amended and Restated 2021 Equity Incentive Plan, dated June 30, 2025. | 8-K | 7/7/2025 |
| 10.2(b)# | Form Agreements under 2021 Equity Incentive Plan. | S-1/A | 9/9/2021 |
| 10.3# | Form of Restricted Stock Purchase Agreement. | S-1/A | 9/9/2021 |
| 10.4# | Form of Indemnification Agreement for directors and officers. | S-1/A | 9/9/2021 |
| 10.5† | Letter Agreement, between Tivic Health Systems, Inc. and Future Electronics Corp., dated April 6, 2020. | S-1/A | 9/9/2021 |
| 10.6† | Form of United States Special Product Agreement for Bonded Inventory, between Tivic Health Systems, Inc. and Future Electronics Corp. | S-1/A | 9/9/2021 |
| 10.7† | Manufacturing Agreement, between Tivic Health Systems, Inc. and Microart Services, Inc., dated October 21, 2022. | 8-K | 10/25/2022 |
| 10.8† | Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated November 25, 2022. | 8-K | 12/1/2022 |
| 10.9 | Form of Securities Purchase Agreement, dated July 10, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto. | 8-K | 7/11/2023 |
| 10.10 | Form of Securities Purchase Agreement, dated July 14, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto. | 8-K | 7/19/2023 |
| 10.11 | Form of Securities Purchase Agreement, dated August 6, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto. | 8-K | 8/9/2023 |
| 10.12 | Amendment #1 to Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated March 5, 2024. | 10-K | 3/25/2024 |
| 10.13 | Form of Securities Purchase Agreement, dated May 9, 2024, by and between Tivic Health Systems, Inc. and the investors party thereto. | 8-K | 5/13/2024 |
| 10.14† | Collaboration and Research Support Agreement, dated May 17, 2024, by and between Tivic Health Systems, Inc. and The Feinstein Institutes for Medical Research. | 8-K | 5/22/2024 | |
| 10.15† | Exclusive License Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc. | 8-K | 2/12/2025 | |
| 10.16† | Amended and Restated Exclusive License Agreement, effective as of June 18, 2025, by and between Tivic Health Systems, Inc. and Statera Biopharma, Inc. | 8-K/A | 6/25/2025 | |
| 10.17 | Securities Purchase Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc. | 8-K | 2/12/2025 | |
| 10.18# | Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Michael Handley, dated February 18, 2025. | 8-K | 2/24/2025 | |
| 10.19 | Equity Purchase Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025. | 8-K | 3/21/2025 | |
| 10.20 | Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 21, 2025. | 8-K | 3/21/2025 | |
| 10.21 | Securities Purchase Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025. | 8-K | 5/2/2025 | |
| 10.22 | Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025. | 8-K | 5/2/2025 | |
| 10.23† | Statement of Work, by and between Tivic Health Systems, Inc. and Scorpius BioManufacturing, Inc., dated May 9, 2025. | 10-Q | 5/15/2025 | |
| 10.24# | Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Lisa Wolf, effective July 7, 2025. | 8-K | 7/72025 | |
| 10.25# | Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Jennifer Ernst, dated October 8, 2025. | 8-K | 10/15/2025 | |
| 10.26 | Securities Purchase Agreement (Note Offering) by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.27 | Senior Secured Convertible Note by and between Tivic Health Systems, Inc. and 3i, LP, dated December 10, 2025. | 8-K | 12/11/2025 | |
| 10.28 | Security Agreement by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.29 | Registration Rights Agreement (Note Offering) by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.30 | Form of Securities Purchase Agreement (Preferred Offering) by and between Tivic Health Systems, Inc. and certain institutional investors, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.31 | Form of Registration Rights Agreement (Preferred Offering) by and between Tivic Health Systems, Inc. and certain institutional investors, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.32 | Amendment to Securities Purchase Agreement by and between Tivic Health Systems, Inc. and 3i, dated December 9, 2025. | 8-K | 12/11/2025 | |
| 10.33† | Common Stock Purchase Agreement by and between Tivic Health Systems, Inc. and Tumim Stone Capital, LLC, dated February 6, 2026. | 8-K | 2/9/2026 | |
| 10.34 | Registration Rights Agreement by and between Tivic Health Systems, Inc. and Tumim Stone Capital, LLC, dated February 6, 2026. | 8-K | 2/9/2026 | |
| 10.35# | Separation Agreement by and between Tivic Health Systems, Inc. and Jennifer Ernst, dated March 3, 2026. | 8-K | 3/4/2026 | |
| 10.36 | Building Lease Agreement by and between Velocity Bioworks, Inc. and TPB Merchants Ice LLC, signed March 13, 2026. | 8-K | 3/13/2026 | |
| 10.37 | Lease by and between Velocity Bioworks, Inc. and Merchants Ice II, LLC, signed March 9, 2026. | 8-K | 3/13/2026 | |
| 10.38 | Sublease by and among Velocity Bioworks, Inc., Texas Research and Technology Foundation, and TPB Merchants Ice LLC, signed March 13, 2026. | 8-K | 3/13/2026 | |
| 19.1 | Tivic Health Systems, Inc. Insider Trading Policy. | 10-K | 3/25/2024 | |
| 23.1 | Consent of Rosenberg Rich Baker Berman, P.A. | * | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | * | ||
| 97.1# | Tivic Health Systems, Inc. Compensation Recovery Policy. | 10-K | 3/25/2024 | |
| 101 INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ** | ||
| 101 SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | ** | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments) | ** | ||
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