Business Context and Reporting Period
This Form 8-K Current Report was filed by Tivic Health Systems, Inc. (not Valion Bio, Inc.) on February 9, 2026, reporting events occurring on February 6, 2026. The Company, incorporated in Delaware and trading under the symbol TIVC on The Nasdaq Stock Market LLC, is classified as an emerging growth company. The filing details the entry into a material definitive agreement to establish an equity line of credit.
Key Financial Metrics and Transaction Terms
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or existing debt levels. Instead, it outlines the terms of a new financing facility:
- Facility Type: Common Stock Purchase Agreement (Equity Line of Credit).
- Counterparty: Tumim Stone Capital, LLC.
- Maximum Commitment: Up to $50,000,000 of newly issued common stock.
- Exchange Cap: Limited to 506,848 shares (19.99% of outstanding shares) unless stockholder approval is obtained or the average sale price exceeds $1.02.
- Pricing Mechanism:
- One-Day Valuation: 97% of the Volume-Weighted Average Price (VWAP).
- Three-Day Valuation: 95% of the lowest daily VWAP during the period.
- Commitment Fee: Issuance of 437,012 pre-funded warrants with an exercise price of $0.0001 per share.
- Duration: Effective for 24 months following the effectiveness of the initial Registration Statement.
Material Changes Versus Prior Period
This filing represents a new material agreement and does not report comparative financial performance against a prior period. The primary change is the establishment of a new capital raise mechanism and the immediate issuance of pre-funded warrants as a commitment fee, which alters the Company's capital structure and potential dilution profile.
Guidance, Outlook, and Risks
Management Commentary: The Company has secured a flexible financing option to raise capital at its sole discretion over the next 24 months. The transaction is contingent upon the filing and effectiveness of a Registration Statement with the SEC.
Risks and Contingencies:
- Dilution: The issuance of shares under the agreement and the pre-funded warrants will result in dilution to existing shareholders.
- Ownership Limits: The Investor is restricted from owning more than 4.99% (or 9.99% at their election) of the outstanding common stock.
- Market Conditions: The ability to sell shares is subject to market conditions and the Company's discretion to issue purchase notices.
- Registration Dependency: The Investor's obligation to purchase shares is conditional on the SEC declaring the Registration Statement effective.
Important Facts for Investor Verification
- Verify the Company's current share count to assess the immediate dilution impact of the 437,012 pre-funded warrants issued as a commitment fee.
- Confirm the status of the Registration Statement required to activate the Investor's purchase obligations.
- Review the "Exchange Cap" provisions to understand the maximum number of shares that can be issued without additional stockholder approval.
- Monitor the Company's stock price relative to the $1.02 "Minimum Price" threshold, which affects the applicability of the Exchange Cap.
- Note that the filing explicitly states it does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful.