Business Context and Reporting Period
This Form 8-K is filed by Tivic Health Systems, Inc. (not Valion Bio, Inc.) on April 10, 2025, reporting events occurring on April 4, 2025. The company is incorporated in Delaware and trades on the Nasdaq Capital Market under the symbol TIVC.
Key Financial Metrics
This filing is a current report regarding regulatory compliance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes
The primary material event is the resolution of a listing deficiency:
- Compliance Regained: On April 4, 2025, Nasdaq confirmed the Company regained compliance with the Minimum Bid Price Requirement (Rule 5550(a)(2)).
- Background: The Company had been non-compliant since June 28, 2024, due to a closing bid price below $1.00 for 33 consecutive business days.
- Remediation: Following a hearing, the Company implemented a reverse stock split on March 7, 2025, as a condition for continued listing.
Outlook, Risks, and Management Commentary
Management Commentary: The filing confirms that the Company's common stock will continue to be listed on the Nasdaq Capital Market following the April 4, 2025 confirmation.
Risks and Contingencies: The filing addresses the prior risk of suspension or delisting, which was averted through the reverse stock split and subsequent compliance verification. No new risks or unusual items are disclosed in this specific report.
Investor Verification Checklist
- Verify the exact ratio and effective date of the reverse stock split implemented on March 7, 2025.
- Confirm the current trading price of TIVC to ensure it remains above the $1.00 minimum bid price threshold.
- Review the press release dated April 10, 2025 (Exhibit 99.1) for additional details on the Nasdaq confirmation.
- Check subsequent filings for any new compliance warnings or financial updates, as this 8-K contains no financial data.