Tivic Health Systems Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number: 001-41052 Tivic Health Systems, Inc.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization)81-4016391(I.R.S. Employer Identification No.) 1305 E. Houston Street, Building 1, Suite 311San Antonio, TX78205(Address of principal executive offices including zip code)(888) 276-6888(Registrant’s telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per shareTIVCThe Nasdaq Stock Market LLC SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated Filer☐Non-accelerated Filer☒Emerging growth company☒ Accelerated Filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025, the last businessday of the registrant’s most recently completed second fiscal quarter, based upon the closing price of the common stock as reported by TheNasdaq Capital Market on such date, was approximately $4.0 million. This calculation does not reflect a determination that persons areaffiliates for any other purposes. As of March 17, 2026, there were 2,877,926shares of the registrant’s common stockoutstanding. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents Table of Contents PART I Item 1 –BusinessItem 1A –Risk FactorsItem 1B –Unresolved Staff CommentsItem 1C –CybersecurityItem 2 –PropertiesItem 3 –Legal ProceedingsItem 4 –Mine Safety Disclosures PART II Item 5 –Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6 –[Reserved]Item 7 –Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A –Quantitative and Qualitative Disclosures About Market RiskItem 8 –Financial Statements and Supplementary DataItem 9 –Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A –Controls and ProceduresItem 9B –Other InformationItem 9C –Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10 –Directors, Executive Officers, and Corporate