Tivic Health Systems Inc.美国招股说明书（2025年5月13日版本）

PROSPECTUS 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 aggregateof 292,523 shares (the “Shares”) of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company”),consisting of (i) 262,723 shares of our common stock which we may sell and issue to Mast Hill from time to time pursuant to theEquity Purchase Agreement we entered into with Mast Hill on March 18, 2025 (the “Purchase Agreement”), and (ii) 29,800 shares ofcommon stock we issued to Mast Hill on March 18, 2025 as commitment shares in connection with execution of the Purchase We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to Mast Hill. We are notselling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by theSelling Stockholder. However, we may receive proceeds of up to $25 million from the sales, if any, of shares of our common stock to The Selling Stockholder may sell or otherwise dispose of the shares of common stock described in this prospectus in a number ofdifferent ways and at varying prices. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”), in connection with the resale shares of our common stock under thisprospectus and any broker-dealers or agents that are involved in such resales may be deemed to be “underwriters” within the meaningof the Securities Act in connection therewith. In such event, any commissions received by such broker-dealers or agents and any profit Our common stock is traded on The Nasdaq Capital Market tier of The Nasdaq Stock Market, LLC under the symbol “TIVC.” The lastreported sale price of our common stock on the Nasdaq Capital Market on May 7, 2025 was $4.30 per share. You should read this prospectus, together with additional information described under the headings “Where You Can Find AdditionalInformation” and “Incorporation of Certain Information by Reference” carefully before you invest in any of our securities. We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities lawsand, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in Investing in our securities involves a high degree of risk. Before making an investment decision, please read the “Risk Factors”beginning on page 10 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 13, 2025 ABOUT THIS PROSPECTUS Thisprospectus is part of a registration statement that we have filed with the Securities and Exchange Commission(the“Commission”) pursuant to which the Selling Stockholder may offer and sell, or otherwise dispose of, the shares of our common stock This prospectus provides you with a general description of the securities that the Selling Stockholder may offer. We may add, updateor change in a prospectus supplement any of the information contained in this prospectus or the documents incorporated by reference.For further information about our business and our securities, you should refer to the registration statement and the reportsincorporated by reference in this prospectus, as described in “Where You Can Find Additional Information” and “Incorporation ofCertain Information by Reference.” This prospectus contains summaries of certain provisions contained in some of the documents You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. You shouldrely only on the information contained in this prospectus and in any prospectus supplement (including in any documents incorporatedby reference herein or therein). You should not assume that the information contained in this prospectus is accurate on any datesubsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. Except as otherwise set forthin this prospectus, neither we nor the Selling Stockholder have taken any action to permit a public offering of these securities outsidethe United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate,including our general expectations and market position, market opportunity and market share, is ba