Business Context and Reporting Period
This Form 8-K was filed by Tivic Health Systems, Inc. on August 22, 2023, regarding events occurring August 21–23, 2023. The filing concerns a reverse stock split intended to address Nasdaq listing compliance. The request metadata identifies Valion Bio, Inc., but the filing registrant is Tivic Health Systems, Inc. (Nasdaq: TIVC).
Key Financial and Capitalization Information
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or operating-performance metrics.
- The company approved a 1-for-100 reverse split of its common stock.
- The split was effective August 23, 2023, and the stock began trading on a split-adjusted basis at the market open that day.
- The trading symbol remained TIVC; the common stock CUSIP changed to 888705 209.
- Authorized shares of common and preferred stock, par value, and substantially all shareholder rights remained unchanged.
- Options, warrants, and other convertible securities were adjusted by reducing the underlying share amounts by a factor of 100 and increasing exercise or conversion prices by a factor of 100, subject to governing-document terms.
- Fractional shares were not issued; holders otherwise entitled to a fractional share received one whole post-split share.
Material Changes Versus the Prior Comparable Period
This is an event-driven filing and does not present comparative financial statements or period-over-period operating results. The material change is the corporate action combining each 100 outstanding common shares into one share.
Guidance, Outlook, Risks, and Unusual Items
- The reverse split was undertaken to regain compliance with Nasdaq’s $1.00 minimum bid-price requirement under Listing Rule 5550(a)(2).
- Nasdaq previously notified the company that its closing bid price had remained below $1.00 for 30 consecutive trading days.
- Nasdaq subsequently determined that the company was subject to delisting after its stock had a closing bid price of $0.10 or less for 10 consecutive trading days as of July 21, 2023.
- The company requested and obtained a hearing before a Nasdaq Hearings Panel, scheduled for September 21, 2023, to appeal the delisting determination.
- Management expected the reverse split to increase the closing bid price above $1.00 and believed it could support continued Nasdaq listing, but provided no assurance that compliance or listing would be maintained.
- The filing contains forward-looking statements subject to risks and uncertainties, including the company’s ability to maintain its Nasdaq listing and the potential for actual outcomes to differ from management’s expectations.
Investor Verification Items
- Verify the post-split share count, market price, and whether the company regained and maintained Nasdaq compliance.
- Review the September 21, 2023 Nasdaq Hearings Panel outcome and any subsequent delisting or listing notices.
- Confirm post-split adjustments to outstanding options, warrants, and convertible securities.
- Review the Certificate of Amendment and the August 22, 2023 press release furnished as Exhibits 3.1 and 99.1.
- Reconcile the filing’s registrant, Tivic Health Systems, Inc., with the request metadata naming Valion Bio, Inc.