Filing Overview
Registrant: Tivic Health Systems, Inc. (the request metadata identifies Valion Bio, Inc.; the filing names Tivic Health Systems, Inc.). This Form 8-K was filed January 27, 2023, regarding an event occurring January 26, 2023. The company’s common stock trades on Nasdaq under the symbol TIVC.
Business Context and Reporting Period
The filing reports a Nasdaq notification that the company was not in compliance with the exchange’s minimum bid price requirement. It does not provide quarterly or annual financial results.
Key Financial Metrics and Liquidity
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, cash balances, or other operating metrics.
Material Changes and Listing Status
- Nasdaq notified the company that its common stock had closed below $1.00 per share for 30 consecutive trading days, violating Nasdaq Marketplace Rule 5550(a)(2).
- The notice had no immediate effect; the common stock remained listed on the Nasdaq Capital Market as of the filing.
- The company received 180 calendar days from January 26, 2023, through July 25, 2023, to regain compliance.
- Compliance could be restored if the stock closed at or above $1.00 per share for at least 10 consecutive business days, subject to Nasdaq’s written confirmation.
Outlook, Risks, and Contingencies
- If compliance was not restored by July 25, 2023, Nasdaq could grant a second 180-day period if the company met applicable market value and other initial listing requirements and notified Nasdaq of its intent to cure the deficiency.
- If the company failed to regain compliance within the available periods, Nasdaq could issue a delisting notice. The company would then have the right to appeal to a Nasdaq hearings panel.
- Management stated that it intended to monitor the closing bid price and evaluate available options to resolve the deficiency.
- The filing cautions that there was no assurance the company would regain compliance, obtain an additional compliance period, or satisfy other Nasdaq listing requirements.
Investor Verification Priorities
- Verify the company and ticker applicable to the investment, because the supplied metadata names Valion Bio, Inc., while the filing names Tivic Health Systems, Inc. and TIVC.
- Check subsequent SEC filings and Nasdaq notices for whether the company regained compliance, received an extension, or faced delisting proceedings.
- Review subsequent financial statements for cash resources, financing needs, dilution risk, and the company’s ability to satisfy continued listing requirements.
- Confirm the applicable closing bid price and the number of consecutive days meeting the $1.00 threshold.