8-K Summary
Business Context and Reporting Period
The filing is a Current Report on Form 8-K filed by Tivic Health Systems, Inc., although the request metadata identifies Valion Bio, Inc. The report concerns the company’s virtual 2022 Annual Meeting of Stockholders held on June 14, 2022. The filing was signed and dated June 17, 2022.
Tivic’s common stock trades on Nasdaq under the symbol TIVC. As of the April 18, 2022 record date, 9,621,484 shares of common stock were outstanding.
Meeting Participation and Voting Results
- 5,388,372 shares, or approximately 56.0% of outstanding shares, were represented at the meeting, constituting a quorum.
- Director election: Karen Drexler was elected as a Class I director to serve until the 2025 annual meeting, subject to earlier departure. Votes included 4,540,661 for, 133,823 withheld, and 713,888 broker non-votes.
- Auditor ratification: Stockholders ratified Rosenberg Rich Baker Berman, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Votes included 5,252,909 for, 129,771 against, 5,692 abstentions, and no broker non-votes.
Financial Metrics and Material Changes
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, balance sheet, or other operating financial metrics. It also does not report a material financial change versus a prior comparable period.
Guidance, Outlook, Risks, and Unusual Items
The filing provides no financial guidance, operating outlook, management commentary, new risk disclosures, contingencies, or unusual accounting items. The principal disclosed corporate actions were the election of one director and ratification of the independent auditor.
Investor Verification Items
- Verify the registrant’s identity, because the filing text names Tivic Health Systems, Inc., while the request metadata names Valion Bio, Inc.
- Review the company’s proxy statement filed May 2, 2022 for detailed proposal descriptions and additional governance information.
- Confirm the director’s term, committee assignments, and any subsequent changes in board composition.
- Review subsequent filings for the company’s fiscal 2022 financial condition, liquidity, financing needs, and auditor-related developments.