Business Context and Reporting Period
This Form 8-K is a current report filed by Tivic Health Systems, Inc. (not Valion Bio, Inc., as indicated in the metadata) on March 19, 2026. The registrant is a Delaware corporation with its principal executive offices in San Antonio, Texas. The company is classified as an emerging growth company and its common stock (Symbol: TIVC) is listed on The Nasdaq Capital Market.
Key Financial Metrics
The filing does not provide specific financial statements, revenue, profit, cash flow, margin, debt, or liquidity figures. The only financial metric disclosed is the stock price performance, which triggered the regulatory notice: the closing bid price for the Company's common stock was below $1.00 per share for at least 30 consecutive business days prior to March 19, 2026.
Material Changes
The material event reported is the receipt of a notification letter from the Nasdaq Listing Qualifications Department. The Company is currently not in compliance with Nasdaq Listing Rule 5550(a)(2) regarding the Minimum Bid Price Requirement. This non-compliance is due to the sustained low stock price mentioned above.
Guidance, Outlook, and Risks
- Compliance Period: The Company has been granted an initial 180-calendar day period (ending September 15, 2026) to regain compliance.
- Resolution Criteria: Compliance is achieved if the closing bid price remains at or above $1.00 per share for a minimum of 10 consecutive business days within the compliance period.
- Extension Possibility: If the Company fails to regain compliance by September 15, 2026, it may be eligible for a second 180-day grace period, provided it meets other listing standards (e.g., market value of publicly held shares) and notifies Nasdaq of its intent to cure.
- Risks: There is no assurance the Company will regain compliance or secure an extension. Failure to do so will result in a notice of delisting. The Company retains the right to appeal a delisting determination to a Nasdaq hearings panel.
- Management Action: Management intends to actively monitor the stock price and consider available options to resolve the deficiency.
Investor Verification Checklist
- Verify the current closing bid price of TIVC to assess proximity to the $1.00 threshold.
- Monitor the Company's stock price for 10 consecutive business days above $1.00 to confirm compliance restoration.
- Review future filings for announcements regarding a potential reverse stock split or other capital structure changes intended to address the bid price deficiency.
- Check for any subsequent notices from Nasdaq regarding the denial of a second compliance period or the initiation of delisting proceedings.