Current Report Filing (8-k)
August 15 2022 - 08:03AM
Edgar (US Regulatory)
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0001787740
2022-08-15
2022-08-15
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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 15, 2022
TIVIC HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-41052 |
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81-4016391 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
25821 Industrial Blvd., Suite 100
Hayward, CA 94545
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (888) 276-6888
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol(s) |
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Name of each exchange
on which registered |
Common Stock, par value $0.0001 per share |
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TIVC |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 |
Results of Operations and Financial Condition |
The information provided below in “Item
7.01 - Regulation FD Disclosure” of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
Item 7.01 |
Regulation FD Disclosure |
On August 15, 2022, Tivic Health Systems, Inc.
(the “Company”) issued a press release regarding the Company’s financial results for its second fiscal quarter ended
June 30, 2022. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In addition, on August 15, 2022, the Company began
using a new corporate presentation. A copy of that corporate presentation is furnished as Exhibit 99.2 hereto and incorporated herein
by reference. A copy of the presentation is also available on the Company’s website located at https://tivichealth.com/investor/.
The information set forth under Item 7.01 of this
Current Report on Form 8-K (“Current Report”), including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibits 99.1
and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This
Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be
disclosed solely by Regulation FD.
Forward-Looking Statements
This Current Report, including Exhibits 99.1 and
99.2 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein,
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,
including Exhibits 99.1 and 99.2 attached hereto, or hereafter, including in other publicly available documents filed with the Securities
and Exchange Commission, 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 Securities
and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained
herein. Our 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. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: August 15, 2022
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TIVIC HEALTH SYSTEMS, INC. |
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By: |
/s/ Veronica Cai |
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Name: Veronica Cai |
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Title: Chief Financial Officer |
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