UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1925, 2026

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41052	~~001~~81-~~41052~~4016391	~~81-4016391~~
(State or Other Jurisdiction		(Commission File Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)			Identification No.)
1305 E. Houston Street, Building 1 Suite 311
1305 E. Houston Street, Building 1, Suite 311
San Antonio, Texas		78205
San Antonio, Texas			78205
(Address of Principal Executive Offices)		(Zip Code)
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 276-6888

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TIVC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0102 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

OnThe ~~March~~information ~~19,~~provided ~~2026,~~below ~~Tivic~~in ~~Health~~“Item ~~Systems, Inc~~7. ~~(the~~01 ~~“Company”)~~- ~~received~~Regulation aFD ~~notification~~Disclosure” ~~letter~~of ~~from~~this ~~the~~Current ~~Nasdaq~~Report ~~Listing~~on ~~Qualifications~~Form ~~Department~~8-K ~~of The Nasdaq Stock Market LLC~~ (this “~~Nasdaq~~Current Report”) ~~notifying the Company that, because the closing bid price for the Company’s common stock was below $1.00 per share for at least 30 consecutive business days, the Company~~ is ~~not~~incorporated ~~currently~~by inreference ~~compliance~~into ~~with~~this ~~the~~Item ~~minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(~~2~~) (the “Minimum Bid Price Requirement”)~~.02.

~~The~~Item ~~notification~~7.01 ~~has~~Regulation noFD ~~immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective~~Disclosure.

InOn ~~accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from~~ March 1925, 2026, orTivic ~~until~~Health ~~September 15~~Systems, ~~2026,~~Inc. ~~to regain compliance with~~ (the ~~Minimum~~"Company") ~~Bid Price~~issued ~~Requirement.~~a Ifpress atrelease ~~any~~regarding ~~time before September 15, 2026,~~ the ~~closing bid price of the~~ Company’s ~~common~~financial ~~stock~~results ~~closes at or above $1.00 per share~~ for aits ~~minimum~~year ofended 10December ~~consecutive business days~~31, ~~Nasdaq~~2025. A ~~will~~copy ~~provide~~of ~~written notification~~ that ~~the~~press ~~Company~~release ~~has~~is ~~achieved compliance~~furnished ~~with~~as ~~the~~Exhibit ~~Minimum Bid Price Requirement, and the matter would be resolved~~99.1 Ifhereto the Company does not regain compliance during the compliance period ending on September 15, 2026, then Nasdaq may grant the Company a second 180 calendar day grace period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly held shares and ~~all~~incorporated ~~other~~herein ~~initial listing~~by ~~standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and (ii) the Company notifies Nasdaq of its intent to cure the deficiency~~reference.

The ~~Company~~information ~~intends~~set toforth ~~continue~~under ~~actively~~Item ~~monitoring the~~7.01 ~~closing~~of ~~bid~~this ~~price~~Current ~~for~~Report, ~~the~~including ~~Company’s~~Exhibit ~~common~~99.1 ~~stock~~attached ~~between~~hereto, ~~now~~is being furnished and ~~September~~shall ~~15,~~not ~~2026,~~be ~~and~~deemed ~~will~~“filed” ~~consider~~for ~~available~~purposes ~~options~~of ~~to resolve~~Section 18 of the ~~deficiency~~Securities ~~and~~Exchange ~~regain~~Act ~~compliance~~of ~~with~~1934, as amended (the ~~Minimum~~“Exchange ~~Bid~~Act”), ~~Price~~or ~~Requirement.~~otherwise Ifsubject to the ~~Company~~liabilities ~~does~~of ~~not~~such ~~regain~~section. ~~compliance~~The ~~within the~~information ~~allotted~~in ~~compliance~~Item ~~period~~7.01 of this Current Report, including ~~any~~Exhibit ~~extensions~~99.1 ~~that~~attached ~~may~~hereto, shall not be ~~granted~~incorporated by ~~Nasdaq,~~reference ~~Nasdaq~~into ~~will~~any ~~provide~~filing ~~notice~~under ~~that~~ the ~~Company’s common~~Securities ~~stock~~Act ~~will~~of be1933, ~~subject~~as toamended, ~~delisting.~~or ~~The~~the ~~Company~~Exchange ~~would~~Act, ~~then~~regardless beof ~~entitled~~any toincorporation ~~appeal~~by ~~that~~reference ~~determination~~language toin aany ~~Nasdaq~~such ~~hearings~~filing, ~~panel. There~~except ~~can~~as beexpressly noset ~~assurance~~forth ~~that~~by ~~the~~specific ~~Company~~reference ~~will~~in ~~regain~~such ~~compliance~~a ~~with~~filing. ~~the~~This ~~Minimum~~Current ~~Bid~~Report ~~Price~~will ~~Requirement~~not ~~during~~be ~~the~~deemed ~~180-day~~an ~~compliance period,~~admission ~~secure~~as ato ~~second~~the ~~period~~materiality of ~~180~~any ~~days~~information toin ~~regain~~this ~~compliance,~~Current orReport ~~maintain~~that ~~compliance~~is ~~with~~required ~~the~~to ~~other~~be ~~Nasdaq~~disclosed ~~listing~~solely ~~requirements~~by Regulation FD.

2Forward-Looking Statements

~~SIGNATURES~~This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

~~Pursuant~~Forward-looking tostatements ~~the~~in ~~requirements~~this ofCurrent Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange ~~Act~~Commission, reports to the stockholders of ~~1934,~~ the ~~registrant~~Company ~~has~~and ~~duly~~other ~~caused~~publicly ~~this~~available ~~report~~statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to bediffer ~~signed~~from onthe ~~its~~future ~~behalf~~results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the ~~undersigned~~most ~~hereunto~~recent ~~duly~~results ~~authorized~~of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially and adversely from those expressed or implied by such forward-looking statements.

			TIVIC HEALTH SYSTEMS, INC.
Date:	March 20, 2026	By:	/s/ Lisa Wolf
			Name: Lisa Wolf Title: Chief Financial Officer

Item 9.01 Financial Statements and Exhibits.

3(d) Exhibits.

Exhibit No.		Description

99.1		Press Release, dated March 25, 2026.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TIVIC HEALTH SYSTEMS, INC.

Date:	March 25, 2026	By:	/s/ Lisa Wolf
			Name: Lisa Wolf Title: Chief Financial Officer

Filing Compare · Tivic Health Systems, Inc.