UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on June 28, 2024, Tivic Health Systems, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock was below $1.00 per share for 33 consecutive business days, the Company was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until December 26, 2024, to regain compliance with the Rule.
On December 27, 2024, the Company received an additional letter from Nasdaq, notifying the Company that it has not regained compliance with the Rule and is not eligible for a second 180-day remediation period. Specifically, the Company does not comply with the $4,000,000/$5,000,000 minimum stockholders’ equity initial listing requirement for Nasdaq. Accordingly, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting.
On January 3, 2025, the Company timely submitted a request for a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
Additionally, on January 31, 2025, the Company will hold a special meeting of stockholders at which the Company will propose the adoption and approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a specific ratio, ranging from one-for-two (1:2) to one-for-thirty (1:30) (the “Reverse Split”), with the exact ratio to be determined by the Company’s board of directors without further approval or authorization of the Company’s stockholders, in order to regain compliance with the Minimum Bid Price Requirement. Assuming the Company is able to regain compliance with the Minimum Bid Price Requirement prior to or following the hearing, the Company intends to request that Nasdaq confirm the Company’s compliance with the Minimum Bid Price Requirement.
There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement, and that if the Company does not regain compliance with all Nasdaq listing standards and requests a hearing with the Panel, that the Panel will grant the Company’s request for a suspension of delisting or continued listing on Nasdaq. In addition, in the event that the Company regains compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able to comply with Nasdaq’s other listing standards.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TIVIC HEALTH SYSTEMS, INC. |
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Date: |
January 3, 2025 |
By: |
/s/ Jennifer Ernst |
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Name: Jennifer Ernst |