Tivic Health CEO Provides Additional
Information Regarding the Company’s Current Report on Form
8-K.
Tivic Health® Systems, Inc. (“Tivic”, Nasdaq: TIVC), a health
tech company that develops and commercializes bioelectronic
medicine, today issued the following letter from the CEO, Jennifer
Ernst, providing additional information regarding the company’s
current report on Form 8-K filed with the SEC this afternoon.
Dear Investors and Stakeholders in Tivic,
As CEO of Tivic Health, I feel it is my duty to provide clarity
to investors regarding the information included in the Current
Report on Form 8-K we filed with the SEC today, pertaining to a
Notice of Delisting. I have every confidence that this matter will
be resolved by mid-August and wish to share the following
information to assist investors.
This afternoon, Tivic filed a Current Report on Form 8-K stating
we received a notification letter from the Listing Qualifications
Department of Nasdaq. Pursuant to Nasdaq Listing Rule
5810(c)(3)(A)(iii), the Staff has determined to delist the
company’s common stock from the Nasdaq Capital Market as a result
of the common stock closing at a price of $0.10 or below for ten
consecutive trading days.
First, I want to note that we anticipated receipt of this
mandatory formal notice from Nasdaq and have taken steps to resolve
the issue by mid-August.
We have requested a hearing to appeal the determination, which
has been granted and scheduled for September 21, 2023. While the
appeal process is pending, the suspension of trading will be
stayed, and our common stock will continue to trade on the Nasdaq
Capital Market.
Following is a summary of the steps that led to the receipt of
this notification and the actions we have taken to resolve the
deficiency:
- In January 2023, Tivic was notified by Nasdaq that the closing
price of our common stock was below $1.00 for 30 consecutive
trading days, and Tivic was provided a 6-month grace period to
regain compliance with Nasdaq minimum bid price requirements.
- At the annual meeting of stockholders convened on June 6, 2023,
and adjourned in part to June 14, 2023, the Tivic Board of
Directors recommended a measure authorizing the Board to enact a
reverse stock split in order to remedy the minimum bid price
deficiency.
- Approximately 87% of the votes received at the annual
stockholder meeting, or approximately 14 million shares, voted in
favor of the measure. Unfortunately, the measure required a
favorable vote from a majority of the shares of Tivic’s outstanding
common stock.
- Given the limited votes received in response to proxy
solicitations, the votes in favor amounted to approximately 47% of
Tivic’s issued and outstanding shares.
- Therefore, the measure did not pass and we began taking
additional steps to regain compliance with the Nasdaq rules.
- On July 10, 2023, following the annual stockholder meeting, the
company closed a public offering of its securities, in connection
with which, investors in the offering contractually agreed to vote
in favor of a similar reverse stock split measure at an upcoming
special stockholder meeting.
Looking ahead, the company’s special stockholder meeting has
been set for August 11, 2023, at 10:00 AM Pacific (1:00 PM
Eastern). Proxies have been mailed out, and we strongly urge all
investors to vote in favor of the reverse split authorization,
consistent with ISS guidance on the proxy.
We are confident that, with the contractually obligated votes,
we will secure sufficient support at the special stockholder
meeting to approve the reverse stock split measure. This would then
allow us to implement a reverse stock split and regain compliance
with the Nasdaq rules shortly after the stockholder meeting.
Although no guarantees can be offered, this process is well
underway and will allow us to regain compliance well in advance of
the September hearing date.
Maintaining our NASDAQ listing is our top priority. Throughout
this process, our management, board of directors, and company
counsel have been working tirelessly to protect our Nasdaq listing.
We have also been actively communicating with Nasdaq at each
critical stage, and we anticipate a quick resolution to this issue
as we move past receipt of the mandatory notification.
Meanwhile, we have taken several other measures to fortify
Tivic's position. We have undertaken a reduction in force,
conducted internal restructuring, and bolstered our leadership team
with experts experienced in public company turnaround, M&A, and
growth.
Our mission at Tivic Health - to fight disease, enhance health,
and increase the vibrancy of life through the advancement of
bioelectronic medicine - remains stronger than ever. The core of
this mission guides us as we continue to evaluate ways to create
and enhance new shareholder value.
I am sincerely grateful for the commitment that our extended
team and investors have shown, especially during challenging
times.
Specifically, I want to thank our team, our legal counsel, our
extensive network of collaborators and champions, our key contacts
at Nasdaq, as well as the investors that have remained bullish on
the company even through our difficult times. These are the battles
worth fighting as we work to deliver an increasing array of
therapeutic solutions that address unmet clinical needs.
In conclusion, I reiterate our confidence in regaining our good
standing with Nasdaq and look forward to resolving this matter in
an expedient fashion.
With deepest gratitude,
Jennifer Ernst CEO, Tivic Health
About Tivic
Tivic is a commercial health tech company advancing the field of
bioelectronic medicine. Tivic’s patented technology platform
leverages stimulation on the trigeminal, sympathetic, and vagus
nerve structures. Tivic’s non-invasive and targeted approach to the
treatment of inflammatory chronic health conditions gives consumers
and providers drug-free therapeutic solutions with high safety
profiles, low risk, and broad applications. Tivic’s first
commercial product ClearUP is an FDA approved, award-winning,
handheld bioelectronic sinus device. ClearUP is clinically proven,
doctor-recommended, and is available through online retailers and
commercial distributors. For more information visit
http://tivichealth.com @TivicHealth
Forward-Looking Statements
This press release contains “forward-looking statements” that
are subject to substantial risks and uncertainties. All statements,
other than statements of historical fact, contained in this press
release are forward-looking statements. Forward-looking statements
contained in this press release may be identified by the use of
words such as “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “aim,” “should,”
“will” “would,” or the negative of these words or other similar
expressions, although not all forward-looking statements contain
these words. Forward-looking statements are based on Tivic Health
Systems, Inc.’s current expectations and are subject to inherent
uncertainties, risks, and assumptions that are difficult to
predict. Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Actual results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: our receipt of sufficient votes to
approve a reverse stock split at the upcoming special meeting of
stockholders; Nasdaq’s acceptance of our appeal and grant of
additional time to regain compliance with the minimum bid price
requirement; the effectiveness of the reverse stock split; the
company’s financial condition; market, economic and other
conditions; macroeconomic factors, including inflation; and
unexpected costs, charges or expenses that reduce Tivic’s capital
resources. Given these risks and uncertainties, you are cautioned
not to place undue reliance on such forward-looking statements. For
a discussion of other risks and uncertainties, and other important
factors, any of which could cause Tivic’s actual results to differ
from those contained in the forward-looking statements, see Tivic’s
filings with the SEC, including, its Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the SEC on March 31,
2023, under the heading “Risk Factors”; as well as the company’s
subsequent filings with the SEC. Forward-looking statements
contained in this press release are made as of this date, and Tivic
Health Systems, Inc. undertakes no duty to update such information
except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230728191231/en/
Media Contact: Kayleigh Westerfield
Kayleigh.Westerfield@tivichealth.com
Investor Contact: Hanover International, Inc.
ir@tivichealth.com
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