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Tivic Health Systems, Inc.

For the period ended Dec 9, 2025. Filed Dec 11, 2025.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Dec 9, 2025 · Filed Dec 11, 2025

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VBIO$0.51+1.6%Stored close · as of Nov 6, 2026
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Forward-Looking Statements

This Current Report contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, and therein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report or hereafter, including in other publicly available documents filed with the SEC, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the SEC, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

The Company is still in the process of determining whether the Acquisition described in Item 2.01 herein requires the filing of financial statements required by Item 9.01. In the event that such determination is made, such financial statements required by Item 9.01 are expected to be filed by amendment as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01.

(b) Pro forma financial information

The Company is still in the process of determining whether the Acquisition described in Item 2.01 herein requires the filing of the pro forma financial information required by Item 9.01. In the event that such determination is made, such pro forma financial information required by Item 9.01 are expected to be filed by amendment as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01.

(d)Exhibits.
Exhibit No.Description
2.1Asset Purchase Agreement and Secured Bill of Sale by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.
3.1Certificate of Designation of Preferences, Rights and Limitations of C Non-Voting Convertible Preferred Stock, dated December 9, 2025.
4.1Form of Common Stock Purchase Warrant (Note Offering).
4.2Form of Common Stock Purchase Warrant (Preferred Offering).
10.1Securities Purchase Agreement (Note Offering) by and between the Company and 3i, LP, dated December 9, 2025.
10.2Senior Secured Convertible Note by and between the Company and 3i, LP, dated December 10, 2025.
10.3Security Agreement by and between the Company and 3i, LP, dated December 9, 2025.
10.4Registration Rights Agreement (Note Offering) by and between the Company and 3i, LP, dated December 9, 2025.
10.5Form of Securities Purchase Agreement (Preferred Offering) by and between the Company and certain institutional investors, dated December 9, 2025.
10.6Form of Registration Rights Agreement (Preferred Offering) by and between the Company and certain institutional investors, dated December 9, 2025.
10.7Amendment to Securities Purchase Agreement by and between Tivic Health Systems, Inc. and 3i, dated December 9, 2025.
99.1Press Release, dated December 11, 2025.
104Cover Page Interactive Data File (embedded within the XBRL document).
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.