Tivic Health Systems Inc美股市值招股说明书(2025-11-06版)

This prospectus relates to the offer and resale by the selling stockholders named in this prospectus (collectively, the “SellingStockholders”) of up to 1,580,437 shares of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the“Company,” “we,” “our,” or “us”), consisting of (i) up to 1,352,395 shares of common stock issuable upon conversion of shares of ourSeries B Non-Voting Convertible Preferred Stock (“Series B Preferred”) issued to Helena Global Investment Opportunities 1 Ltd.(“Helena”) in the “Fourth Tranche” (as defined therein) pursuant to that Securities Purchase Agreement we entered into with Helenaon April 29, 2025 (the “Purchase Agreement”), based on the floor price of $1.294 (the “Floor Price”); (ii) up to 195,793 shares ofcommon stock issuable upon exercise of certain warrants to purchase common stock (the “Investor Warrants”) issued to Helena in theFourth Tranche, together with the shares of Series B Preferred, pursuant to the Purchase Agreement; and (iii) up to 32,249 shares ofcommon stock issuable upon exercise of warrants to purchase common stock (the “Placement Agent Warrants,” and together with theInvestor Warrants, the “Warrants”) issued to the designees of Craft Capital Management, LLC (“Craft”) in connection with the FourthTranche Closing (in each case, as defined in the Purchase Agreement). See the sections of this prospectus entitled “The SellingStockholder Transactions” for more information regarding the Purchase Agreement and the transactions contemplated thereby, as wellas the engagement agreement entered into with Craft and our issuance of the Placement Agent Warrants, and “Selling Stockholders”for additional information regarding the Selling Stockholders. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to the SellingStockholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares ofcommon stock by the Selling Stockholders. However, upon the Selling Stockholders’ exercise of the Warrants, if ever, we will receivethe exercise price of the exercised Warrants. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock orinterests in their shares of common stock on any stock exchange, market or trading facility on which the shares of common stock aretraded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at pricesrelated to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” on page 21 of this prospectus. We have agreed to pay certain expenses related to the registration of the offer and sale by the Selling Stockholders of our commonstock pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholders will bear all commissions,discounts, concessions and other selling expenses, if any, in connection with the sale of their shares of our common stock covered bythis prospectus. Shares of our common stock are listed on the Nasdaq Capital Market of the Nasdaq Stock Market, LLC under the symbol “TIVC.”The last reported sale price of our common stock on the Nasdaq Capital Market on October 15, 2025 was $2.99 per share. We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, assuch, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.See the sections of this prospectus entitled “Prospectus Summary - Implications of Being an Emerging Growth Company” and“Prospectus Summary – Implications of Being a Smaller Reporting Company.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make an investment decision.____________________ Investing in our common stock involves a high degree of risk. Before making any investment decisions, please read “RiskFactors” beginning on page 11 of this prospectus as well as the risk factors incorporated by reference into 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.____________________ TABLE OFCONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS11THE SELLING STOCKHOLDER TRANSACTIONS12USE OF PROCEEDS17SELLING STOCKHOLDERS18PLAN OF DISTRIBUTION21LEGAL MATTERS23EXPERTS23WHERE YOU CAN FIND ADDITIONAL INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS Th