Business Context and Reporting Period
This Form 8-K was filed by Tivic Health Systems, Inc., although the request metadata identifies Valion Bio, Inc. The report concerns Nasdaq continued-listing compliance and was dated July 24, 2023; the filing was signed July 28, 2023. The company’s common stock trades under the symbol TIVC on Nasdaq.
Key Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial statement metrics.
Material Changes Versus the Prior Comparable Period
- Nasdaq previously notified the company that its common stock had traded below the $1.00 minimum closing bid price for 30 consecutive trading days.
- The company’s initial 180-day compliance period was scheduled to expire on July 25, 2023.
- As of July 21, 2023, the stock had a closing bid price of $0.10 or less for ten consecutive trading days.
- Nasdaq staff determined that the common stock should be delisted from the Nasdaq Capital Market and gave the company until July 31, 2023 to appeal.
- On July 27, 2023, the company requested a Nasdaq Hearings Panel hearing. The request was granted, with the hearing scheduled for September 21, 2023.
Outlook, Risks, Contingencies, and Unusual Items
While the appeal is pending, the trading suspension is stayed and the common stock is expected to continue trading on Nasdaq until the hearing process concludes and the Panel issues a written decision. The company stated that it intends to address the listing deficiencies and regain compliance, but the filing provides no assurance that an extension will be granted or that the appeal will succeed.
The company furnished a July 28, 2023 letter to stockholders from Chief Executive Officer Jennifer Ernst addressing the Nasdaq notice and compliance plans. The filing includes customary forward-looking statement warnings, including risks that actual results may differ materially from management’s expectations.
Important Facts for Investors to Verify
- Confirm the correct registrant: the filing identifies Tivic Health Systems, Inc., not Valion Bio, Inc.
- Monitor the Nasdaq Hearings Panel process and the scheduled September 21, 2023 hearing.
- Verify whether Nasdaq ultimately granted continued-listing relief or delisted the company.
- Assess the company’s plan to restore compliance with the $1.00 minimum bid-price requirement and the potential for trading disruption.
- Review the company’s subsequent filings for any reverse stock split, financing, capital-raising activity, or other actions intended to address the listing deficiency.