Business Context and Reporting Period
This Form 8-K is filed by Tivic Health Systems, Inc. (trading symbol: TIVC) on June 28, 2024. The filing addresses a regulatory notice regarding the company's continued listing status on the Nasdaq Capital Market. The company is incorporated in Delaware and maintains its principal executive offices in Fremont, California.
Key Financial Metrics
This filing is a current report regarding listing compliance and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The only financial data point provided is the stock price performance triggering the notice:
- Stock Price Deficiency: The closing bid price for the Company's common stock was below $1.00 per share for 33 consecutive business days.
Material Changes
The material change reported is the receipt of a notification letter from the Nasdaq Listing Qualifications Department. The Company is currently non-compliant with Nasdaq Marketplace Rule 5550(a)(2) (Minimum Bid Price Requirement). This notification has no immediate effect on the listing, and the stock remains fully effective on the Nasdaq Capital Market.
Outlook, Risks, and Management Commentary
Compliance Timeline: The Company has a 180-calendar day compliance period from June 27, 2024, until December 26, 2024, to regain compliance.
Path to Compliance: To resolve the deficiency, the closing bid price must close at or above $1.00 per share for a minimum of 10 consecutive business days before the deadline.
Contingencies and Risks:
- If compliance is not met by December 26, 2024, Nasdaq may grant a second 180-day grace period, provided the Company meets other listing standards (e.g., market value of publicly-held shares) and notifies Nasdaq of its intent to cure.
- If the Company fails to regain compliance within the allotted periods, the stock will be subject to delisting.
- The Company retains the right to appeal a delisting determination to a Nasdaq hearings panel.
- Management states there can be no assurance that the Company will regain compliance or secure an extension.
Investor Verification Checklist
- Verify the current closing bid price of TIVC stock to assess proximity to the $1.00 threshold.
- Monitor the stock's performance over the next 10 consecutive business days to determine if the initial compliance window is met.
- Review the Company's market value of publicly-held shares to ensure eligibility for a potential second grace period.
- Watch for future 8-K filings regarding the Company's intent to cure or any appeal notices from Nasdaq.