Tivic Health Systems, Inc. 8-K

What Happened
Tivic Health Systems, Inc. announced on February 6, 2026 that it entered a Common Stock Purchase Agreement with Tumim Stone Capital, LLC giving Tivic the right (but not the obligation) to sell up to the lesser of $50,000,000 or a share-based Exchange Cap to Tumim over a roughly 24‑month period, subject to conditions. As commitment consideration, Tivic issued Tumim a pre‑funded warrant to purchase 437,012 shares of common stock (exercise price $0.0001), exercisable immediately and exercisable cashlessly. The parties also entered a Registration Rights Agreement requiring Tivic to file a registration statement to register resales of shares to be issued under the agreement.

Key Details

• Agreement date: February 6, 2026; investor: Tumim Stone Capital, LLC.
• Maximum aggregate funding: up to $50,000,000, limited by an Exchange Cap of 506,848 shares (19.99% of prior outstanding shares) unless waived by stockholder approval or the average sale price meets a $1.02 minimum price exception.
• Purchase mechanics: company may deliver VWAP Purchase Notices; pricing options:
  • One‑day valuation: purchase price = 97% of one‑day VWAP; daily cap on purchased shares = min(15% of daily volume, $1,000,000 / VWAP).
  • Three‑day valuation: purchase price = 95% of the lowest daily VWAP during the 3‑day period; daily cap = min(40% of daily volume, $2,500,000 / VWAP).
• Ownership limits: Tumim may not purchase shares that would cause it (and affiliates) to own >4.99% (or, at Tumim’s election, 9.99%) of outstanding shares.
• Commitment fee: Pre‑Funded Warrants for 437,012 shares issued to Tumim, exercisable immediately; subject to the same ownership cap and customary adjustments.
• Registration: Tivic agreed to file a registration statement to register the resale of shares issued under the agreement; Tumim’s purchases are subject to such registration being filed and declared effective.

Why It Matters
This agreement gives Tivic flexible, on‑demand access to up to $50M of capital, which can be used for operations or growth without an immediate firm equity sale. For investors, the arrangement is potentially dilutive: new shares may be issued over time and pre‑funded warrants add immediate potential share issuance (437,012 shares). Sales under the facility could put downward pressure on the stock when executed, though the Exchange Cap, VWAP pricing and ownership limits constrain the pace and amount of sales. Investors should watch for the company’s registration statement becoming effective and for any VWAP Purchase Notices, since actual dilution and timing depend on Tivic’s future draws under the agreement.