Tivic Health Systems Inc美股招股说明书(2025-05-13版)

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 tothe Selling Stockholder pursuant to the Purchase Agreement, once the registration statement that includes this prospectus is declared Securities 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 profiton the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. 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. Investing in our securities involves a high degree of risk. Before making an investment decision, please read the “Risk Factors” 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 PROSPECTUSPROSPECTUS SUMMARYTHE OFFERING covered by this prospectus from time to time in one or more transactions, as described under “Plan of Distribution.” 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 reports described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in theirentirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will beincorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies ofthose documents as described below under the heading “Where You Can Find Additional Information.”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 incorporated the reliability of, any other information that others may provide.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 UnitedStates who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering by third parties. Management’s estimates are derived from publicly available information, our knowledge of our industry andassumptions based on such information and knowledge, which we believe to be reasonable. Our management’s estimates have notbeen verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to theregistration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our you should consider in making your investment decision in our securiti