Tivic Health Systems Inc美股招股说明书(2026-01-20版)

We are registering the resale of (i) up to an aggregate of 9,106,425 shares of Common Stock (the “Conversion Shares”) issuable uponthe conversion of that certain senior secured convertible note in the principal amount of $16,253,147.10 (the “Note”) that we issued onDecember 10, 2025 to the selling stockholder pursuant to that certain Securities Purchase Agreement, dated as of December 9, 2025(the “Purchase Agreement”), between us and the selling stockholder, as more fully described in this prospectus; and (ii) up to anaggregate of 4,553,213 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of the outstanding warrant (the The prices at which the selling stockholder may resell the shares offered hereby will be determined by the prevailing market price forthe shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds The selling stockholder may sell the shares of Common Stock described in this prospectus in a number of different ways and atvarying prices. We provide more information about how the selling stockholder may sell their shares of Common Stock in the sectiontitled “Plan of Distribution” on page 21 of this prospectus. The selling stockholder may be deemed an “underwriter” within the We will pay the expenses incurred in registering the securities covered by this prospectus, including legal and accounting fees. To theextent the selling stockholder decides to sell its shares of Common Stock we will not control or determine the price at which the shares You should read this prospectus, together with additional information described under the heading “Where You Can Find MoreInformation” carefully before you invest in any of our securities. 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 December 26, 2025 was $1.61 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 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 13 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.____________________ The date of this prospectus is January 20, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 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 stockcovered 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, update orchange in a prospectus supplement any of the information contained in this prospectus or the documents incorporated by reference. Forfurther information about our business and our securities, you should refer to the registration statement and the reports incorporated byreference in this prospectus, as described in “Where You Can Find Additional Information” and “Incorporation of Certain Informationby Reference.” This prospectus contains summaries of certain provisions contained in some of the documents described herein, but 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 iscorrect on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or This prospectus may be used only in jurisdict