Filing Summary
Registrant: Tivic Health Systems, Inc. The request metadata identifies Valion Bio, Inc., but the provided Form 8-K is filed by Tivic Health Systems, Inc. and trades under Nasdaq symbol TIVC.
Business Context and Reporting Period
This Current Report on Form 8-K concerns Nasdaq continued-listing compliance. The earliest reported event occurred on September 15, 2023; the report was signed September 20, 2023.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics. It is limited to a securities-listing update and related Regulation FD disclosure.
Material Changes Versus the Prior Comparable Period
- Nasdaq previously determined that the company’s common stock had a closing bid price of $0.10 or less for ten consecutive trading days as of July 21, 2023, triggering a delisting determination.
- The company completed a 1-for-100 reverse stock split effective August 21, 2023, to address the minimum bid-price requirement.
- On September 15, 2023, Nasdaq notified the company that the bid-price deficiency had been cured and that the company complied with all applicable listing standards.
- Nasdaq cancelled the scheduled September 21, 2023 hearing, reversed the delisting determination, and confirmed that the common stock would remain listed and traded on the Nasdaq Capital Market under “TIVC.”
Guidance, Outlook, Risks, and Unusual Items
- No financial guidance or operating outlook is provided.
- The principal risk is the company’s ability to maintain Nasdaq listing compliance in the future.
- The filing includes customary forward-looking-statement warnings regarding risks and uncertainties that could cause actual results or achievements to differ materially from expectations.
- The 1-for-100 reverse stock split is the principal unusual corporate action disclosed.
- A September 20, 2023 press release announcing regained Nasdaq compliance was furnished as Exhibit 99.1 and is not treated as filed for Exchange Act Section 18 liability purposes.
Investor Verification Points
- Confirm the correct registrant, since the supplied metadata names Valion Bio, Inc., while the filing names Tivic Health Systems, Inc.
- Verify the effective date, ratio, and impact of the 1-for-100 reverse stock split on shares outstanding, trading history, and per-share data.
- Monitor future Nasdaq bid-price and other continued-listing requirements.
- Review the furnished Exhibit 99.1 press release and subsequent filings for additional compliance conditions or corporate developments.