SEC Form S-8 filed by Tivic Health Systems Inc.

As filed with the Securities and Exchange Commission on July 25, 2025

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tivic Health Systems, Inc.

(Exact name of Registrant as specified in its charter)

47685 Lakeview Blvd.

Fremont, California 94538
(888) 276-6888
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

TIVIC HEALTH SYSTEMS, INC. 2021 EQUITY INCENTIVE PLAN

(Full title of the plans)

Jennifer Ernst
Chief Executive Officer
47685 Lakeview Blvd.

Fremont, California 94538
(888) 276-6888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher L. Tinen, Esq.

Caitlin Murphey, Esq.
Snell & Wilmer L.L.P.
3611 Valley Centre Drive, Suite 500

San Diego, CA 92130

(858) 910-4809

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ¨

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Tivic Health Systems, Inc. (the “Company”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering an aggregate of 511,117 additional shares of Company common stock, par value $0.0001 per share (“Common Stock”), issuable pursuant to the Tivic Health Systems, Inc. 2021 Equity Incentive Plan, as amended and restated on August 9, 2024 and as further amended on June 30, 2025 (as amended to date, the “2021 Plan”), which includes (i) 53,389 additional shares of Common Stock added to the 2021 Plan in connection with the amendment and restatement of the 2021 Plan on August 9, 2024; (ii) 286 shares, 284 shares, 4,312 shares, and 27,846 additional shares of Common Stock added to the 2021 Plan on January 1, 2022, January 1, 2023, January 1, 2024, and January 1, 2025, respectively, pursuant to the “evergreen” provision of the 2021 Plan; and (iii) 425,000 additional shares of Common Stock added to the 2021 Plan in connection with the amendment of the 2021 Plan on June 30, 2025. The “evergreen” provision of the 2021 Plan provides that the number of shares of Common Stock available for issuance under the 2021 Plan will automatically increase on the first day of each fiscal year during the term of the 2021 Plan, beginning on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (a) five percent (5%) of the total number of shares of the Company’s Common Stock outstanding on December 31^st of the precedent calendar year and (b) such number of shares determined by the Company’s board of directors.

The Company initially registered 552 shares and 222 shares of Common Stock reserved for issuance under the 2021 Plan and the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), respectively, on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2021 (Commission File No. 333-261044), the contents of which are hereby incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement or by any subsequently filed document.

On August 23, 2023, the Company effected a 1-for-100 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “First Reverse Stock Split”). On March 7, 2025, the Company effected a 1-for-17 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Second Reverse Stock Split”). All share and per share data from the periods prior to August 23, 2023 and March 7, 2025 included in this Registration Statement, including without limitation the number of shares of Common Stock registered pursuant to the Prior Registration Statement and the number of shares that may be issued pursuant to the 2021 Plan, has been retroactively adjusted to reflect the First Reverse Stock Split and Second Reverse Stock Split, respectively.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the recipient of the Inducement Grant covered by this Registration Statement, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the below Exhibit Index and are incorporated by reference herein.

* Filed herewith

Item 9. Undertakings.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California on July 25, 2025.

POWER OF ATTORNEY

Each person whose signatures appears below constitutes and appoints Jennifer Ernst and Lisa Wolf his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Tivic Health Systems, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

***

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.