Business Context and Reporting Period
This Form 8-K Current Report is filed by Tivic Health Systems, Inc. (Trading Symbol: TIVC) for the reporting period ending June 30, 2025. The filing primarily addresses corporate governance changes, including the appointment of a permanent Chief Financial Officer, the transition of the Chief Scientific Officer to a consultant role, and the results of the 2025 Annual Meeting of Stockholders.
Key Financial Metrics
This filing is a Current Report (Form 8-K) and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The only financial data disclosed relates to executive compensation and specific transaction approvals:
- Outstanding Common Stock: 878,341 shares as of the record date (May 14, 2025).
- Equity Plan Amendment: Stockholders approved an increase of 425,000 shares authorized for issuance under the 2021 Equity Incentive Plan.
- Executive Compensation (Lisa Wolf, CFO): Base salary of $240,000 per annum; eligible for an annual bonus up to 35% of base salary.
- Consultant Compensation (Blake Gurfein): $20,000 per month for part-time services.
- Severance Payment (Blake Gurfein): Lump sum cash payment of $45,938 (less deductions) upon termination of employment.
Material Changes
The following material changes occurred during the reporting period:
- Executive Appointment: Lisa Wolf was appointed as permanent Chief Financial Officer, effective July 7, 2025, transitioning from an interim non-employee consultant role held since October 2024.
- Executive Departure: Blake Gurfein stepped down as Chief Scientific Officer, effective July 4, 2025, to pursue other opportunities. He will continue as a part-time consultant for at least six months to support the vagus nerve stimulation program.
- Equity Plan Expansion: The 2021 Equity Incentive Plan was amended to increase the share reserve by 425,000 shares following stockholder approval.
Outlook, Risks, and Management Commentary
Management Commentary: The transition of Blake Gurfein was not based on any disagreement with the Company regarding operations, policies, or practices. The appointment of Lisa Wolf is intended to solidify the Company's financial leadership and accounting functions.
Stockholder Approvals: Stockholders approved several key proposals at the Annual Meeting, including:
- Election of Christina Valauri as a Class I Director.
- Ratification of Rosenberg Rich Baker Berman, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Approval of share issuances related to agreements with Statera Biopharma, Inc. (Series A Preferred Stock conversion), a Securities Purchase Agreement (Series B Preferred Stock and warrants), and an Equity Purchase Agreement with Mast Hill Fund, L.P.
Risks and Contingencies: The filing notes that Ms. Wolf's employment is "at-will." Severance benefits for Ms. Wolf are contingent on termination without cause or for good reason; no separation benefits are provided for termination for cause, death, disability, or voluntary resignation without good reason.
Investor Verification Checklist
- Verify the full text of the Wolf Employment Agreement (Exhibit 10.1) for specific equity grant details and performance metrics.
- Review the Amendment No. 1 to the 2021 Equity Incentive Plan (Exhibit 10.2) to understand the impact of the 425,000 share increase on dilution.
- Confirm the terms of the Exclusive License Agreement with Statera Biopharma and the Securities Purchase Agreement referenced in the voting results to assess future capital structure changes.
- Monitor the Company's upcoming financial reports for the impact of the new CFO and the continued development of the vagus nerve stimulation program under the new consultant arrangement.