Tivic Health Systems Inc美股招股说明书(2026-04-15版)

This prospectus relates to the offer and resale by Tumim Stone Capital, LLC (“Tumim” or the “Selling Stockholder”) of up to anaggregate of 956,222 shares (the “Shares”) of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the“Company”), consisting of (i) 519,210 shares of our common stock which we may sell and issue to Tumim from time to time pursuantto the Common Stock Purchase Agreement we entered into with Tumim on February 6, 2026 (the “Purchase Agreement”), and (ii)437,012 shares of common stock issuable upon exercise of a pre-funded warrant to purchase 437,012 shares of common stock weissued to Tumim on February 6, 2026 as commitment pre-funded warrants (the “Commitment Pre-Funded Warrant”) in connectionwith execution of the Purchase Agreement. See the sections of this prospectus titled “The Tumim Transaction” for additionalinformation regarding the Purchase Agreement and the transactions contemplated thereby and “Selling Stockholder” for additionalinformation regarding Tumim. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to Tumim. 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 gross proceeds of up to $50.0 million from the sales, if any, of shares of our commonstock to the Selling Stockholder pursuant to the Purchase Agreement. 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 profiton the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.See the section titled “Plan of Distribution” beginning on page 16 of this prospectus for additional information. 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 April 8, 2026 was $1.03 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 infuture filings. See the section titled “Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investing in our securities involves a high degree of risk. Before making an investment decision, please read the section titled“Risk Factors” beginning on page 9 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 April 15, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING7CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS8RISK FACTORS9THE TUMIM TRANSACTION11USE OF PROCEEDS13SELLING STOCKHOLDER14PLAN OF DISTRIBUTION16LEGAL MATTERS18EXPERTS18INTEREST OF NAMED EXPERTS AND COUNSEL18DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES18INCORPORATION BY REFERENCE19WHERE YOU CAN FIND ADDITIONAL INFORMATION20 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 stockcovered by this prospectus from time to time in one or more transactions, as described in the section titled “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 reportsincorporated by reference in this prospectus, a