(Amendment No. )1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Bigger Capital Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,102,988 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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SHARED DISPOSITIVE POWER |
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1,102,988 shares of Common Stock
(See Item 4)* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,102,988 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.7%* |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Bigger Capital Fund GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,102,988 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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SHARED DISPOSITIVE POWER |
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1,102,988 shares of Common Stock
(See Item 4)* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,102,988 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.7%* |
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TYPE OF REPORTING PERSON |
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OO |
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NAME OF REPORTING PERSON |
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District 2 Capital Fund LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,000,000 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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0 |
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SHARED DISPOSITIVE POWER |
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1,000,000 shares of Common Stock
(See Item 4)* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,000,000 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.4%* |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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District 2 Capital LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,000,000 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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1,000,000 shares of Common Stock
(See Item 4)* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,000,000 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.4%* |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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District 2 GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,000,000 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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1,000,000 shares of Common Stock
(See Item 4)* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,000,000 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.4%* |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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District 2 Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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1,000,000 shares of Common Stock
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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1,000,000 shares of Common Stock
(See Item 4)* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,000,000 shares of Common Stock
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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3.4%* |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Michael Bigger |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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5 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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6 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,102,988 shares of Common Stock*
(See Item 4)* |
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PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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2,102,988 shares of Common Stock*
(See Item 4)* |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,102,988 shares of Common Stock*
(See Item 4)* |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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7.1%* |
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12 |
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TYPE OF REPORTING PERSON |
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IN |
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* Consists of 1,102,988 shares of Common Stock owned
by Bigger Capital and 1,000,000 shares of Common Stock owned by District 2 CF.
| Item 1(a). | Name of Issuer: |
Tivic Health Systems, Inc., a Delaware
corporation.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
25821 Industrial Blvd., Suite 100
Hayward, CA 94545
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
Bigger Capital Fund, LP (“Bigger Capital”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger GP”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware
District 2 Capital Fund LP (“District 2 CF”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Capital LP (“District 2”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 GP LLC (“District 2 GP”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Holdings LLC (“District 2 Holdings”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
Michael Bigger
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: USA
Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.”
| Item 2(d). | Title of Class of Securities: |
Common Share, $.0001 par value.
888705100
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing
is a: |
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/x/ |
Not applicable. |
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(a) |
/ / |
Broker or dealer registered under Section 15 of the Exchange Act. |
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(b) |
/ / |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
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(c) |
/ / |
Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
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(d) |
/ / |
Investment company registered under Section 8 of the Investment Company Act. |
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(e) |
/ / |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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(f) |
/ / |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
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(g) |
/ / |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
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(h) |
/ / |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
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(i) |
/ / |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
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(j) |
/ / |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
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(k) |
/ / |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
As of February 8, 2023, Bigger Capital
beneficially owned 1,102,988 shares of Common Stock.
Bigger GP, as the general partner of Bigger
Capital, may be deemed to beneficially own the 1,102,988 shares of Common Stock beneficially owned by Bigger Capital.
As of February 8, 2023, District 2 CF beneficially
owned 1,000,000 shares of Common Stock.
District 2, as the investment manager of
District 2 CF, may be deemed to beneficially own the 1,000,000 shares of Common Stock beneficially owned by District 2 CF.
District 2 GP, as the general partner of
District 2 CF, may be deemed to beneficially own the 1,000,000 shares of Common Stock beneficially owned by District 2 CF.
District 2 Holdings, as the managing member
of District 2 GP, may be deemed to beneficially own the 1,000,000 shares of Common Stock beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger
GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 1,102,988 shares of Common Stock beneficially
owned by Bigger Capital, and (ii) 1,000,000 shares of Common Stock beneficially owned by District 2 CF.
The foregoing should not be construed in
and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting
Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of shares of Common Stock beneficially owned by Bigger Capital.
Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially
owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial
owner of any such securities.
The following percentages are based on
29,677,734 shares of Common Stock outstanding as of February 8, 2023 based on information in the Company’s Prospectus filed February
10, 2023.
As of the close of business on February
8, 2023, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 3.7% of the outstanding shares of Common
Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 3.4% of the outstanding
shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 7.1% of the outstanding shares of Common
Stock.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Bigger GP and Mr. Bigger may be deemed
to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP,
District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned
by District 2 CF.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 21, 2023
BIGGER CAPITAL FUND, LP |
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BIGGER CAPITAL FUND GP, LLC |
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By: |
Bigger Capital Fund GP, LLC, its general partner |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
By: |
/s/ Michael Bigger |
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Managing Member |
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Michael Bigger |
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Managing Member |
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DISTRICT 2 CAPITAL LP |
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DISTRICT 2 CAPITAL FUND LP |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
By: |
District 2 GP LLC, its general partner |
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Managing Member |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
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DISTRICT 2 HOLDINGS LLC |
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Managing Member |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
DISTRICT 2 GP LLC |
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Managing Member |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
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/s/ Michael Bigger |
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Managing Member |
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MICHAEL BIGGER |