~~As filed with the Securities and Exchange Commission~~Table onof ~~June 6, 2025.~~Contents

~~Registration~~As ~~No.~~filed with the Securities and Exchange Commission ~~333-~~ on April 13, 2026.

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tivic Health Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		~~3845~~2834		81-4016391
(State or Other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

~~47685~~1305 E. ~~Lakeview~~Houston ~~Blvd.~~Street, Building 1, Suite 311

~~Fremont~~San Antonio, ~~California~~TX ~~94538~~78205

(888) 276-6888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Jennifer~~Michael ~~Ernst~~K. Handley

Chief Executive Officer

Tivic Health Systems, Inc.

~~47685~~1305 ~~Lakeview Blvd~~E. Houston Street, Building 1, Suite 311

~~Fremont~~San Antonio, ~~California~~TX ~~94538~~78205

(888) 276-6888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher L. Tinen, Esq.

Caitlin M. Murphey, Esq.

Snell & Wilmer L.L.P.

3611 Valley Centre Drive

Suite 500

San Diego, ~~California~~CA 92130

(858) 910-4809

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where offers or sales are not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ~~JUNE~~APRIL 613, ~~2025~~2026

8956,~~438,949~~222 Shares of Common Stock

This prospectus relates to the offer and resale by ~~Helena~~Tumim ~~Global~~Stone ~~Investment~~Capital, ~~Opportunities~~LLC 1(“Tumim” ~~Ltd.~~or (the “Selling Stockholder”) of up to ~~8,438,949~~an aggregate of 956,222 shares (the “Shares”) of common stock, par value $0.0001 per share, of Tivic Health Systems, Inc. (the “Company,” ~~“we,” “our,” or “us”~~), consisting of (i) ~~up to 6~~519,~~491,499~~210 shares of our common stock ~~issuable~~which ~~upon~~we ~~conversion~~may ofsell ~~shares~~and ofissue ~~our~~to ~~Series~~Tumim ~~B Non-Voting~~from ~~Convertible~~time ~~Preferred Stock (“Series B Preferred”)~~ to ~~be issued to the Selling Stockholder in a series of six~~time ~~tranches~~ pursuant to ~~that~~the ~~Securities~~Common Stock Purchase Agreement we entered into with ~~the~~Tumim ~~Selling Stockholder~~ on ~~April~~February 296, ~~2025~~2026 (the “Purchase Agreement”), ~~based on the floor price of $1.294 (the “Floor Price”);~~ and (ii) ~~up to 1~~437,~~947,450~~ 012 shares of common stock issuable ~~to the Selling Stockholder~~ upon exercise of ~~certain~~a ~~warrants~~pre-funded warrant to purchase ~~common~~437,012 ~~stock (the~~shares ~~“Warrants”)~~of tocommon bestock we issued ~~together~~to ~~with~~Tumim ~~the~~on ~~shares~~February of6, ~~Series~~2026 Bas ~~Preferred~~commitment topre-funded warrants (the ~~Selling~~“Commitment ~~Stockholder pursuant to the~~Pre-Funded ~~Purchase~~Warrant”) ~~Agreement,~~in ~~based~~connection onwith anexecution ~~assumed price~~ of ~~$1.294, which is equal to~~ the ~~Floor~~Purchase ~~Price~~Agreement. See the sections of this prospectus ~~entitled~~ titled “The Tumim ~~Selling Stockholder~~ Transaction” for ~~more~~additional information regarding the Purchase Agreement and the transactions contemplated thereby, and “Selling Stockholder” for additional information regarding ~~the Selling Stockholder~~Tumim.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted to ~~the Selling Stockholder~~Tumim. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. However, we may receive gross proceeds of up to $850.40 million from the sales, if any, of shares of our ~~Series~~common Bstock ~~Preferred~~ to the Selling Stockholder ~~under~~pursuant ~~the Purchase~~to ~~Agreement and, upon~~ the ~~Selling Stockholder’s exercise of the Warrants, if ever, we will receive the exercise price of~~Purchase ~~the exercised Warrants~~Agreement.

The Selling Stockholder may, ~~from time to time,~~ sell, ~~transfer~~ or otherwise dispose of, ~~any~~the ~~or all of its~~ shares of common stock ordescribed ~~interests~~in this prospectus in ~~its~~a ~~shares~~number of ~~common~~different ~~stock~~ways onand ~~any~~at ~~stock~~varying prices. The Selling Stockholder ~~exchange~~is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, ~~market~~as oramended ~~trading~~(the ~~facility~~“Securities Act”), onin ~~which~~connection with the resale shares of our common stock ~~are~~under ~~traded~~this prospectus and any broker-dealers or inagents ~~private~~that ~~transactions.~~are involved ~~These~~in ~~dispositions~~such resales may be atdeemed ~~fixed~~to ~~prices,~~be at“underwriters” ~~prevailing~~within ~~market~~the ~~prices~~meaning atof the ~~time~~Securities ofAct ~~sale,~~in atconnection ~~prices~~therewith. In ~~related~~such toevent, ~~the~~any ~~prevailing~~commissions ~~market~~received ~~price,~~by atsuch ~~varying~~broker-dealers ~~prices determined~~or atagents ~~the~~and ~~time~~any ofprofit ~~sale,~~on orthe atresale ~~negotiated~~of ~~prices.~~the Weshares ~~provide~~purchased ~~more~~by ~~information~~them may ~~about~~be ~~how~~deemed ~~the~~to ~~Selling~~be ~~Stockholder~~underwriting ~~may~~commissions ~~sell~~or ~~its~~discounts ~~shares of~~under ~~common~~the ~~stock~~Securities inAct. See the section titled “Plan of Distribution” beginning on page 16 of this prospectus for additional information.

Our common stock is traded on The Nasdaq Capital Market tier of The Nasdaq Stock Market, LLC under the symbol “TIVC.” The last reported sale price of our common stock on the Nasdaq Capital Market on ~~June~~April 48, ~~2025~~2026 was $41.1503 per share.

You should read this prospectus, together with additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest in any of our securities.

We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section oftitled ~~this prospectus entitled~~ “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the section titled “Risk Factors” beginning on page 9 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is .

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS	2
PROSPECTUS SUMMARY	2
PROSPECTUS SUMMARY	3
THE OFFERING	7
THE OFFERING	8
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS	8
RISK FACTORS	109
THE SELLING STOCKHOLDER TRANSACTION	11
THE TUMIM TRANSACTION	11
USE OF PROCEEDS	1413
SELLING STOCKHOLDER	1514
PLAN OF DISTRIBUTION	16
LEGAL MATTERS	1718
EXPERTS	1718
INTEREST OF NAMED EXPERTS AND COUNSEL	18
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	18
INCORPORATION BY REFERENCE	1819
WHERE YOU CAN FIND ADDITIONAL INFORMATION	1920

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “Commission”), pursuant to which the Selling Stockholder may offer and sell, or otherwise dispose of, the shares of our common stock covered by this prospectus from time to time in one or more transactions, as described ~~under~~in the section titled “Plan of Distribution.”

This prospectus provides you with a general description of the securities that the Selling Stockholder may offer. We may add, update or change in a prospectus supplement any of the information contained in this prospectus or the documents incorporated by reference. For further information about our business and our securities, you should refer to the registration statement and the reports incorporated by reference in this prospectus, as described in “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”

You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. You should rely only on the information contained in this prospectus and in any prospectus supplement (including in any documents incorporated by reference herein or therein). You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold on a later date. Neither we, nor the Selling Stockholder, have authorized any other person to provide you with different or additional information. Neither we, nor the Selling Stockholder, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide.

This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. Except as otherwise set forth in this prospectus, neither we nor the Selling Stockholder have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management’s estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management’s estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management’s estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See the sections titled “Risk Factors” and “Cautionary Statement on Forward-Looking Statements.”

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Tivic Health Systems, Inc., the Tivic logo and other trademarks or service marks of Tivic appearing in this prospectus are the property of Tivic Health Systems, Inc. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain “forward-looking” statements as such term is defined by the Commission in its rules, regulations and releases, which represent our expectations or beliefs, including but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company, volatility of stock price, commercial viability of our product candidates and any other factors discussed in this and other registrant filings with the Commission.

These risks and uncertainties and other factors include, but are not limited to those set forth under “Risk Factors” of this prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward- looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

This prospectus contains forward-looking statements, including statements regarding, among other things:

· our anticipated needs for working capital; · our ability to secure additional financing; · our ability to continue as a going concern; · our ability to sell all of the shares of Series B Preferred Stock pursuant to the terms of the Purchase Agreement, and in accordance with applicable Nasdaq rules, and our ability to register and maintain the registration of the shares issuable thereunder and upon exercise of the Warrants; · the Selling Stockholder’s exercise of the Warrants, which may never occur; · the Selling Stockholder’s sale of shares of our common stock under this registration statement; · regulatory or legal developments in the United States and other countries; · the level of expenses related to our product development and operations; · our efforts to expand our products and our business; and · our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under the section of this prospectus entitled “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision in our securities. Before investing in our securities, you should carefully read this prospectus, any applicable prospectus supplement, and any documents incorporated by reference, including the information contained under the heading “Risk Factors” beginning on page 9 in this prospectus and under similar headings in our recent Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024,~~2025 or our Current Reports on Form 8-K following the most recent Annual Report on Form 10-K before making an investment decision. ~~As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “Company,” and “Tivic” refer to Tivic Health Systems, Inc. and its subsidiaries.~~

Business Overview

Tivic™ isHealth a diversified therapeutics company harnessing the power of the immune and autonomic nervous systems to fight disease and restore health. Our bioelectronic program is developing non-invasive medical devices to meaningfully improve treatment options in neurologicSystems, ~~cardiac and autonomic-related diseases~~Inc. We(the ~~currently offer a~~“Company,” ~~bioelectronic~~“we,” ~~FDA-approved over-the-counter device~~“us,” ~~ClearUP~~“our,” ~~that treats sinus pain~~“Tivic,” ~~pressure~~or ~~and~~“Tivic ~~congestion.~~Health”) ~~ClearUP~~ is ~~available through online retailers, commercial distributors and at tivichealth.com. We are further developing our bioelectronic portfolio with~~ a ~~focus~~late-stage onbiopharmaceutical ~~non-invasive~~company ~~vagus~~whose ~~nerve~~lead ~~stimulation. Our TLR5~~ program ~~focuses~~is ~~on immunotherapeutics about to activate underactive immune systems~~Entolimod™. ~~The lead~~Entolimod ~~product candidate~~ is ~~the~~a ~~late-stage~~recombinant ~~Toll-like Receptor 5 (“~~TLR5”) agonist, ~~Entolimod,~~with toan ~~treat~~extensive ~~acute~~preclinical ~~radiation~~and ~~syndrome~~clinical data ~~(“ARS”).~~package ~~The~~supporting ~~U.S.~~development ~~Federal~~as ~~Drug~~a ~~Administration~~medical countermeasure (~~“FDA”~~MCM) ~~has granted Fast Track and Orphan Drug designation to Entolimod~~ for ~~the~~Acute ~~treatment~~Radiation ofSyndrome ~~ARS. We are also preparing to file an investigational new drug~~ (~~“IND”~~ARS) ~~application~~ and toit ~~initiate a~~subsyndromes, ~~phase~~as 2well ~~clinical~~as ~~study~~ for adjunct ~~Entolimod~~therapy for ~~the~~oncology ~~treatment~~indications, ofsuch as neutropenia.

~~Current~~During ~~Commercial~~fiscal ~~Product~~year 2025, Tivic executed a deliberate and material strategic transformation: pivoting from a diversified bioelectronic medical device company to a focused biopharmaceutical company built around the TLR5 agonist franchise. In addition to securing worldwide exclusive license rights and options to Entolimod and its second-generation compound, Entolasta, in February 2025, Tivic established Velocity Bioworks™ in December 2025 as subsidiary contract development and manufacturing organization (CDMO) that is expected to support both Tivic and select third-party customers. At the same time, Tivic exited the consumer healthtech business and suspended its prescription bioelectronic product development efforts in order to focus resources fully on Entolimod development.

WeThe ~~currently~~Company ~~market~~is ~~one~~now ~~commercial~~focused ~~product~~on ~~under the~~(1) ~~brand~~advancing ~~name~~Entolimod and ~~“ClearUP~~its ~~Sinus~~next ~~Pain~~generation ~~Relief.”~~compound ~~ClearUP~~Entolasta™ isthrough ~~built~~regulatory onapproval ~~our~~for ~~patented,~~acute ~~handheld~~radiation ~~neuromodulation~~syndrome ~~design~~ and ~~was~~into ~~developed~~government procurement byand ~~Tivic~~(2) ~~for~~expanding ~~the~~Entolimod’s ~~treatment~~designations ofinto ~~sinus and allergy~~oncology-related conditions~~. It uses ultra-low current electrical waves to relieve sinus pain and congestion symptoms that are prevalent in nasal allergies~~, ~~sinus~~including ~~infections~~neutropenia, ~~chronic~~thrombocytopenia ~~sinusitis, cold,~~ and ~~flu as part of sinonasal immune~~general ~~responses. ClearUP has been approved by the FDA for the indications of temporary relief of sinus pain associated with allergic rhinitis~~ and ~~temporary~~specific ~~relief of congestion~~mucositis. ~~ClearUP is the first FDA-approved bioelectronic treatment of the foregoing indications.~~

AStrategic ~~2023~~Acquisition study with over 2,000 representative consumers conducted by Intellego Insights (commissioned by Tivic) identified that approximately 85 million U.S. adults experience inflammation-related symptoms related to allergies, congestion, head pain, and ~~sinus issues. Of~~ the ~~consumers~~Biologics ~~that participated in the study, 58% of sufferers try to avoid medication, if at all possible.~~Program

~~Clinical~~A ~~Pipeline~~cornerstone of this transition was the execution of an exclusive worldwide licensing agreement with Statera Biopharma, Inc. This agreement added Entolimod™, a late-stage Toll-like Receptor 5 (TLR5) agonist, to our clinical pipeline. We further expanded this portfolio by exercising our option for an exclusive license to the neutropenia indication for both Entolimod and our second-generation, immune-optimized candidate, Entolasta™.

~~Non~~These assets represent a high-~~invasive~~value ~~Cervical~~investment opportunity, ~~Vagus~~having ~~Nerve~~been ~~Stimulation~~the subject of over 40 clinical and preclinical trials supported by $140 million in prior capital, including $35.6 million in non-dilutive funding from the Department of Defense (~~“ncVNS”~~DoD), DTRA, NASA, and the NIH. The FDA has recognized the clinical importance of Entolimod by granting it Fast Track and Orphan Drug designations for the prevention and treatment of Acute Radiation Syndrome (ARS).

WeRegulatory ~~have~~Pathway ~~also developed a proprietary approach to precision ncVNS based on our experience building evidence-based bioelectronic therapeutics. The vagus nerve is the tenth cranial nerve~~ and ~~the~~Clinical longest autonomic nerve in the body. The vagus nerve is responsible for regulating several bodily functions, including system immune responses, digestion, heart rate, breathing, cardiovascular activity, and visceral reflexes. Because the vagus nerve regulates the immune system and many organ systems associated with chronic disease, modulating activity in this nerve pathway is of significant interest in the healthcare industry.Objectives

~~Vagus~~Our ~~nerve~~immediate ~~stimulation~~operational ~~(“VNS”)~~priority ~~has been~~is ~~steadily~~the ~~emerging as a transformative technology in medicine, mostly based on surgically implanted simulators. Polaris Market Research~~validation ~~forecasts~~of ~~that~~ the ~~VNS~~manufacturing ~~market~~process ~~will~~required befor ~~worth $21 billion in~~ the ~~next~~submission ~~five~~of ~~years, growing at~~ a ~~compounded~~Biologics ~~annual~~License ~~growth~~Application ~~rate~~(“BLA”) ofto 10the FDA.~~6%.~~ ~~Implanted~~While the ~~stimulators~~BLA ~~have~~is ~~been~~our ~~approved~~primary ~~for~~domestic objective, orwe are ~~nearing~~also ~~approval~~exploring opportunities for, ~~treatment~~the ofemergency ~~depression,~~use ~~post-traumatic~~of ~~stress~~Entolimod ~~disorder,~~in ~~epilepsy,~~select ~~chronic~~international ~~stroke~~markets ~~and~~prior ~~rheumatoid~~to ~~arthritis~~formal ~~in the~~ U.S. ~~and additional conditions overseas~~commercialization. ~~The companies behind these devices are driving both practitioner awareness and reimbursement pathways.~~

3Beyond ARS, we are leveraging our active IND application to initiate Phase 2 clinical studies targeting neutropenia and other oncology-related indications. Entolimod’s mechanism of action—activating the NF-κB pathway upstream of G-CSF—offers distinct therapeutic advantages. Clinical data (Krivokrysenko, et al., PLOS One, 2015) demonstrates that Entolimod not only stimulates hematopoiesis but also reduces apoptosis and accelerates tissue regeneration in the gastrointestinal tract. We believe these anti-apoptotic and prophylactic properties position our TLR5 agonists as compelling alternatives or adjunctive therapies to currently marketed G-CSF treatments.

Our approach to non-invasive cervical VNS aims to leverage improvements in engineering, circuitry, and stimulation parameters to increase efficacy and reliability compared to the current state of the art in both implanted and non-invasive medical devices. We have completed an initial clinical validation study with the Feinstein Institute for the Bioelectronic Medicine at Northwell Health (“Feinstein”). The study had the following results: (i) compared to baseline measurement, our ncVNS intervention resulted in a 97% increase in the root mean square of successive differences measure of heart rate variability, which is a widely accepted proxy for vagus nerve activity; (ii) measurements of brain activity using electroencephalogram demonstrated that our ncVNS intervention increased frontal theta power by 24% and reduced gamma power in several brain regions, including a 66% reduction in frontal gamma power (these changes in brain activity are consistent with reduced arousal and anxiety); and (iii) during ncVNS stimulation, subjects had sustained pupil constriction, a 9.5% reduction in pupil diameter, an outcome associated with engagement of the vagus nerve and activation of the parasympathetic nervous system.2

~~Based~~Divestment ~~upon these encouraging results, we initiated a second collaborative research study with Feinstein to identify VNS device parameters, including frequency, signal parameters, electrode placement~~ and ~~duration~~Operational of treatment, that deliver the optimal effect on autonomic nervous system (“ANS”) function. In September 2024, we announced approval for the contracted clinical work by Northwell Health's Institutional Review Board, required before enrollment of subjects. In October 2024, we announced enrollment of the first subject in this optimization study for our patent pending, non-invasive vagus nerve stimulation device. The results will be used to inform clinical indication priority and commercial development. Enrollment was completed in November 2024. In early 2025, following the completion of two rounds of study visits, we expanded the protocol to include additional parameters for optimization, leading to additional intellectual property, including those claims covered in various patent filings.Realignment

WeTo ~~also~~ensure ~~partnered~~the ~~with~~disciplined ~~Fletcher~~allocation ~~Spaght,~~of ~~a leading~~resources ~~healthcare~~toward our high-growth ~~strategy~~biologics ~~firm~~program, tothe ~~conduct~~Board aof ~~comprehensive~~Directors ~~market~~approved ~~assessment~~the wind-down of ~~our~~the ~~ncVNS~~ClearUP ~~technology~~business ~~drawing~~and ~~from~~the ~~clinical~~cessation ~~outcomes~~of ~~from~~active ~~our~~research ~~clinical~~into ~~study~~non-invasive ~~results.~~cervical ~~Fletcher~~vagus ~~Spaght~~nerve ~~initially~~stimulation ~~identified~~(“ncVNS”). ~~approximately~~We 30expect ~~potential~~the ~~medical~~wind-down ~~use~~of ~~cases~~the ~~for~~consumer ~~our~~business ~~ncVNS technology~~to inbe ~~neurologic,~~substantially ~~cardiac,~~complete ~~psychiatric~~by ~~and~~year-end. ~~autonomic~~In ~~nervous~~connection ~~system~~with ~~diseases.~~this ~~Working~~exit, ~~closely~~the ~~with~~Company ~~our~~incurred ~~scientific~~approximately ~~and~~$347,000 ~~clinical~~in ~~leadership~~charges during 2025, ~~the~~with ~~firm~~an ~~has~~additional ~~identified~~$20,000 ato ~~set~~$50,000 ofexpected ~~prioritized~~to ~~target~~finalize ~~indications with~~ the ~~strongest~~process. ~~potential~~While ~~for~~we ~~market~~will ~~entry,~~generate ~~based~~minimal onrevenue ~~market~~during ~~research~~this transition, ~~clinical~~we ~~reviews~~are ~~and~~retaining ~~interviews~~all intellectual property associated with ~~key~~our ~~opinion~~bioelectronic ~~leaders~~research ~~and~~for ~~players~~future monetization.

WeLaunch ~~intend to overlay the results~~ of ~~the~~Velocity ~~clinical research~~Bioworks ~~with our proprietary market research to prioritize targets for disease-specific trials planned for the second half of 2025.~~(CDMO)

~~Toll~~In December 2025, the Company launched Velocity Bioworks, Inc., a wholly owned subsidiary operating as a CDMO. Velocity serves a dual strategic purpose: it de-~~like~~risks ~~Receptor~~our 5Entolimod ~~(“TLR5”)~~commercialization plan ~~Agonist~~by providing internal control over the manufacturing and validation timeline, and it creates a new vertical revenue by offering specialized services to external partners.

AsVelocity ~~announced~~offers onbiomanufacturing ~~February~~development 12work, ~~2025, we recently~~ ~~acquired~~analytic ~~worldwide exclusive license rights from Statera Biopharma~~support, ~~Inc.~~and ~~(“Statera”)~~CGMP tomanufacturing ~~the late-stage TLR5 agonist Entolimod for the treatment of ARS~~capability. While ~~In addition,~~ we ~~acquired~~are anin exclusive option to license five additional indications and clinical use cases for Entolimod and second-generation product candidate, Entolasta, pursuant to which, on March 28, 2025, we exercised our option to acquire an exclusive worldwide license to the ~~neutropenia~~early ~~indication~~stages ~~for Entolimod. Entolimod and Entolasta have been the subject~~ of ~~more~~market ~~than forty animal and human trials and $140 million of prior investment~~entry, ~~including~~this ~~$35.6~~integrated ~~million~~model ~~from the Department of Defense, Defense Threats~~is ~~Reduction~~designed ~~Agency, NASA, National Institutes of Health and the Department of Army. The FDA has granted Fast Track and Orphan Drug designation~~ to ~~Entolimod~~drive ~~for~~operational ~~the~~efficiencies ~~prevention~~ and ~~treatment~~provide ~~of ARS and to mitigate the likelihood of death following~~ a ~~potential~~path ~~lethal~~toward ~~dose~~diversified ~~of total body ionization during or after a radiation disaster~~profitability.

Our immediate focus with Entolimod will be validation of the manufacturing process, including first lot manufacturing and bioequivalency testing sufficient to submit a biologics license application (“BLA”) to the FDA. A BLA is a request to the FDA to market a biologic product in the United States. The FDA uses the information and testing results presented in the BLA to ensure that biologic processes meet rigorous safety, purity and potency standards. If the BLA is approved, the FDA will issue us a biologics license, at which point we may begin marketing of the biologic compound in the United States. Prior to such approval, we may have opportunities to market Entolimod for emergency use in markets outside of the United States. In addition, we are also preparing to file an IND application and to initiate a phase 2 clinical study for Entolimod for the treatment of neutropenia.

Risks Associated with this Offering

Our business and our ability to implement our business strategy are subject to numerous risks, as more fully described in the section of this prospectus entitled “Risk Factors” and under similarly titled headings of the documents incorporated herein by reference. You should read these risks before you invest in our securities. We may be unable, for many reasons, including those that are beyond our control, to implement our business strategy. In particular, risks associated with this offering include:

· The Purchase Agreement contains certain conditions precedent that must be satisfied prior to the closing of each respective tranche, which could limit our ability to sell all of the securities under the Purchase Agreement. · Investors who buy shares at different times will likely pay different prices. · The issuance of shares of our common stock upon the Selling Stockholder’s conversion and/or exercise of shares of our Series B Preferred and Warrants, respectively, may cause substantial dilution to our existing stockholders, and the sale of such shares acquired by the Selling Stockholder could cause the price of our common stock to decline. · Our management will have broad discretion over the use of the net proceeds from our sale of shares of Series B Preferred to the Selling Stockholder pursuant to the Purchase Agreement, if any, and from the Selling Stockholder’s exercise of Warrants and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully. · You may experience additional dilution as a result of future equity offerings.

The Selling Stockholder Transaction

On April 29, 2025 (the “Execution Date”), we entered into the Purchase Agreement with the Selling Stockholder, pursuant to which, subject to the conditions set forth therein, we shall sell to the Selling Stockholder, and the Selling Stockholder shall purchase from us, up to 8,400 shares of the our Series B Preferred and Warrants to purchase shares of the our common stock for a total purchase price of up to $8,400,000 (the “Offering”) in several tranche closings (each, a “Tranche Closing”).

The Purchase Agreement provides that the Offering shall be conducted through six separate Tranche Closings, pursuant to which, subject to satisfaction of the applicable closing conditions set forth in the Purchase Agreement, we shall sell and issue the Selling Stockholder up to an aggregate of 8,400 shares of Series B Preferred as follows: (i) 700 shares of Series B Preferred, for $700,000, in the initial Tranche Closing, which shall be consummated upon effectiveness of this registration statement (the “Registration Statement”); (ii) 700 shares of Series B Preferred, for $700,000, in the second Tranche Closing, which shall be consummated 10 trading days after the initial Tranche Closing; (iii) 1,750 shares of Series B Preferred, for $1,750,000, in the third Tranche Closing, which shall be consummated 20 trading days after the second Tranche Closing; (iv) 1,750 shares of Series B Preferred, for $1,750,000, in the fourth Tranche Closing, which shall be consummated 20 trading days after the third Tranche Closing; (v) 1,750 shares of Series B Preferred, for $1,750,000, in the fifth Tranche Closing, which shall be consummated 20 trading days after the fourth Tranche Closing; and (vi) 1,750 shares of Series B Preferred, for $1,750,000, in the final Tranche Closing, which shall be consummated 20 trading days after the fifth Tranche Closing.

In addition to the shares of Series B Preferred to be sold and issued to the Selling Stockholder in the Offering, at each Tranche Closing we shall also issue the Selling Stockholder a Warrant to purchase that number of shares of our common stock equal to 30% of shares of common stock issuable upon conversion in full of the shares of Series B Preferred issued at the same Tranche Closing. Each Warrant shall be immediately exercisable (subject to certain beneficial ownership limitations and Stockholder Approval), expire five years from the date of issuance, and have an initial exercise price equal to the average closing price of the our common stock during the prior five trading days preceding each Tranche Closing (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in the Warrant).

In the event that the average closing price of our common stock during the prior three trading days preceding a Tranche Closing date shall not be equal to or greater than the Floor Price, then the applicable Tranche Closing shall be delayed until such time as the price meets the required threshold for a period of five consecutive trading days. Notwithstanding the foregoing, the Selling Stockholder has the ability, subject to our prior written consent, to purchase any number of shares of Series B Preferred prior to the dates of the Tranche Closings provided for in the Purchase Agreement.

The consummation of the transactions contemplated by the Purchase Agreement is subject to various customary closing conditions. In addition, pursuant to the Purchase Agreement, unless and until we obtain stockholder approval to issue additional shares in accordance with applicable Nasdaq Rules (“Stockholder Approval”), the Selling Stockholder is prohibited from converting its shares of Series B Preferred and exercising its Warrants to the extent that such conversions and exercises would, in the aggregate, result in the issuance of shares of common stock exceeding 19.99% of the number of shares of our common stock issued and outstanding on the Execution Date (the “Exchange Cap”). The Selling Stockholder shall have no obligation to fund the second or subsequent Tranche Closings unless and until Stockholder Approval has been obtained, and we have agreed to file a proxy statement on Schedule 14A with the Commission to obtain Stockholder Approval no later than twenty (20) days from the Execution Date.

The Purchase Agreement contains customary termination provisions for the Selling Stockholder under certain limited circumstances and the Purchase Agreement will automatically terminate if any Tranche Closing has not occurred prior to December 31, 2025.

In connection with the Purchase Agreement, the Company and the Selling Stockholder also entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file with the Commission a registration statement covering the shares of common stock issuable upon the conversion of our Series B Preferred Stock issuable to the Selling Stockholder pursuant to the Purchase Agreement and the shares of common stock issuable upon the exercise of the Warrants issuable to the Selling Stockholder pursuant to the Purchase Agreement (collectively, the “Registrable Securities”) so as to permit the resale of such securities by the Selling Stockholder. We shall use commercially reasonable efforts to keep this Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and available for the resale by the Selling Stockholder of all of the Registrable Securities covered thereby at all times until the date on which the Selling Stockholder shall have sold all the Registrable Securities or they cease to require registration pursuant to the Registration Rights Agreement.

Reverse Stock Splits

Reverse Stock Split - 2025

Effective March 7, 2025, the Company implemented a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-17. As a result of the reverse stock split, the total number of shares of common stock held by each stockholder of the Company ~~were~~was converted automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse stock split divided by 17. No fractional shares were issued in connection with the reverse stock split, and any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Also, all options, warrants, preferred stock and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities. There was no change to the par value, or authorized shares, of either the common stock or preferred stock, as a result of the reverse stock split.

All share and per share amounts for our common stock, as well as the number of shares of common stock issuable upon conversion of outstanding preferred stock and upon exercise of options and warrants outstanding, and exercise prices thereof, from dates prior to completion of the reverse stock split that are included in this prospectus, including the financial statements and footnotes thereto incorporated herein by reference, have been retroactively restated to give effect to the reverse stock split.

Reverse Stock Split - 2023

Effective August 23, 2023, the Company implemented a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-100. As a result of the reverse stock split, the total number of shares of common stock held by each stockholder of the Company ~~were~~was converted automatically into the number of shares of our common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to completion of the reverse stock split divided by 100. No fractional shares were issued in connection with the reverse stock split, and any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Also, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding pursuant to such terms. There was no change to the par value, or authorized shares, of either the common stock or preferred stock, as a result of the reverse stock split.

All share and per share amounts for our common stock, as well as the number of shares of common stock issuable upon exercise of the options and warrants outstanding, and exercise prices thereof, from dates prior to completion of the prior reverse stock ~~split~~splits that are included in this registration statement, including the financial statements and footnotes thereto incorporated herein by reference, have been retroactively restated to give effect to the reverse stock ~~split~~ splits.

~~Implications of Being an Emerging Growth Company~~3

WeImplications ~~are an “emerging growth company” as defined in the federal securities laws. An emerging growth company may take advantage~~ of ~~specified~~Being ~~reduced~~an ~~reporting~~Emerging ~~requirements~~Growth ~~that~~Company ~~are~~and ~~otherwise~~a ~~generally~~Smaller ~~applicable~~Reporting ~~to public companies. As a result:~~Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. As a result:

	·	we are required to have only two years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of operation in this prospectus;

	·	we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and financial statements (i.e., an auditor discussion and analysis) compliance with new or revised accounting standards until they are made applicable to private companies;

	·	we are not required to engage an auditor to provide an attestation to report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;

	·	we are not required to comply with certain disclosure requirements related to executive compensation, such as the requirement to disclose the correlation between executive compensation and performance and the requirement to present a comparison of our Chief Executive Officer’s compensation to our median employee compensation; and

	·	we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say on pay,” “say on frequency” and “say on golden parachute arrangements.”

We may take advantage of these reduced reporting and other requirements until the earlier of (i) the last day of the first fiscal year following the fifth anniversary of the completion of this offering; (ii) the last day of the first fiscal year in which we have total annual gross revenue of at least $1.07 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and the registration statement of which this prospectus is a part, and we may elect to take advantage of other reduced reporting requirements in the future. As a result, the information that we provide to our stockholders may be different than, and not comparable to, information presented by other public reporting companies.

~~Implications~~We are also a “smaller reporting company” as defined in the Exchange Act and have elected to take advantage of ~~Being~~certain of the scaled disclosures available to smaller reporting companies. We may be a ~~Smaller~~smaller ~~Reporting~~reporting ~~Company~~company even after we are no longer an emerging growth company.

We are also a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th. Such reduced disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations and financial prospects. We may be a smaller reporting company even after we are no longer an emerging growth company.

Corporate Information

The Company was incorporated in California in September 2016 and reincorporated as a Delaware corporation in June 2021. Our principal executive offices are located at ~~47685~~1305 ~~Lakeview~~E. Houston ~~Blvd~~St., ~~Fremont~~Building 1, ~~California~~Suite ~~94538~~311, San Antonio, Texas 78205. Our telephone number is (888) 276-6888. Our website address is www.tivichealth.com. Information contained on, or that can be accessible through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

Risks Associated with this Offering

Our business and our ability to implement our business strategy are subject to numerous risks, as more fully described in the section of this prospectus titled “Risk Factors” and under similarly titled headings of the documents incorporated herein by reference. You should read these risks before you invest in our securities. We may be unable, for many reasons, including those that are beyond our control, to implement our business strategy. In particular, risks associated with this offering include:

	·	It is not possible to predict the actual number of shares we will sell to Tumim under the Purchase Agreement, or the actual gross proceeds resulting from those sales.

	·	The terms of the Purchase Agreement limit the amount of shares we may issue to Tumim, which may limit our ability to utilize the arrangement to enhance our cash resources.

	·	Investors who buy shares at different times will likely pay different prices.

	·	The issuance of common stock to Tumim may cause substantial dilution to our existing stockholders, and the sale of such shares acquired by Tumim could cause the price of our common stock to decline.

	·	Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Tumim pursuant to the Purchase Agreement, if any, and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

	·	You may experience additional dilution as a result of future equity offerings.

The Tumim Transaction

On February 6, 2026, we entered into the Purchase Agreement with Tumim, pursuant to which, upon effectiveness of the registration statement that includes this prospectus, we will have the right, but not the obligation, to sell to Tumim, and Tumim will have the obligation to purchase from us, up to $50.0 million (the “ELOC Value”) of shares of our common stock (the “Put Shares”), from time to time over the 24-month term of the Purchase Agreement, subject to certain conditions precedent and other limitations.

Unless earlier terminated, the Purchase Agreement will remain in effect until the earliest of: (a) the first day of the calendar month immediately following the 24-month anniversary of the Effective Date (as defined in the Purchase Agreement); (b) the date on which Tumim has purchased an aggregate number of shares of common stock equal to the ELOC Value; (c) the date on which our common stock shall have failed to be listed or quoted on the Nasdaq Capital Market or other nationally recognized securities exchange; and (d) the date on which the Company is subject to a bankruptcy pursuant to applicable bankruptcy laws (such period, the “Commitment Period”). We have the right to terminate the Purchase Agreement at any time, subject to the limitations set forth in the Purchase Agreement.

During the Commitment Period, we will have the right, but not the obligation, to direct Tumim to purchase the Put Shares by delivering written notice to Tumim (a “Put Notice”) on any trading day to purchase a number of Put Shares pursuant to a formula set forth in the Purchase Agreement. If we elect to use a one-day valuation period in the Put Notice (the “One-Day Valuation Period”), the purchase price for the Put Shares under the Purchase Agreement will be equal to 97% of the volume-weighted average price (“VWAP”) of our common stock on any trading day during such One-Day Valuation Period, subject to adjustment as provided in the Purchase Agreement, following receipt of the Put Shares by Tumim. If we elect to use a One-Day Valuation Period to determine the VWAP Purchase Price in the Put Notice, such Put Notice shall direct Tumim to purchase Put Shares in an amount not to exceed the lesser of (i) 15% of the daily trading volume of the common stock on the VWAP Purchase Exercise Date (as defined in the Purchase Agreement), or (ii) the quotient (rounded to the nearest whole number) obtained by dividing (x) $1,000,000 by (y) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period) (the “One-Day Maximum Amount”).

If we elect to use a three-day valuation period in the Put Notice (the “Three-Day Valuation Period”), the purchase price for the Put Shares under the Purchase Agreement will be equal to 95% of the lowest daily VWAP of our common stock on any trading day during such Three-Day Valuation Period, subject to adjustment as provided in the Purchase Agreement, following receipt of the Put Shares by Tumim. If we elect to use a Three-Day Valuation Period to determine the VWAP Purchase Price in the Put Notice, such Put Notice shall direct Tumim to purchase Put Shares in an amount not to exceed the lesser of (i) 40% of the daily trading volume of the common stock on the VWAP Purchase Exercise Date, or (ii) the quotient (rounded to the nearest whole number) obtained by dividing (x) $2,500,000 by (y) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period (the “Three-Day Maximum Amount” and, together with the One-Day Maximum Amount, the “Maximum Amounts” and, each, a “Maximum Amount”).

In addition to the applicable Maximum Amount limitations, Tumim’s obligation to purchase Put Shares is subject to a 4.99% beneficial ownership blocker (which may be increased to 9.99% at the election of Tumim). On February 20, 2026, Tumim elected to increase the beneficial ownership limitation from 4.99% to 9.99% to be effective April 21, 2026. Additionally, pursuant to the Purchase Agreement, we may not sell or issue to Tumim more than 506,848 shares of our common stock, representing 19.99% of the number of shares of our common stock issued and outstanding immediately prior to execution of the Purchase Agreement (such maximum number of shares, the “Exchange Cap”), unless and until we obtain stockholder approval to issue additional shares, in accordance with applicable Nasdaq rules.

Actual sales of shares of our common stock, if any, to Tumim under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of our common stock and determinations by us as to the appropriate sources of funding for the Company and our operations. The net proceeds to the Company from sales of our common stock to Tumim under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares to Tumim under the Purchase Agreement.

As consideration for Tumim’s commitment to purchase shares of our common stock under the Purchase Agreement, we issued Tumim a pre-funded warrant to purchase 437,012 shares of common stock (the “Commitment Pre-Funded Warrant”).

In connection with the Purchase Agreement, we entered into a registration rights agreement with Tumim (the “Registration Rights Agreement”), pursuant to which we agreed to register for resale under the Securities Act the shares of our common stock that may be issued to Tumim under the Purchase Agreement, including the shares of common stock underlying the Commitment Pre-Funded Warrant.

The Purchase Agreement and Registration Rights Agreement contain customary representations, warranties, covenants and agreements, as well as customary conditions to Tumim’s obligation to purchase the Put Shares. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

We do not know what the purchase price for our common stock will be, and therefore cannot be certain as to the number of shares we might issue to Tumim under the Purchase Agreement after the date of this prospectus. As of February 5, 2026, immediately prior to execution of the Purchase Agreement and issuance of the Commitment Pre-Funded Warrant to Tumim, there were 2,535,509 shares of our common stock outstanding. Although the Purchase Agreement provides that we may sell up to an aggregate of $50.0 million of shares of our common stock to Tumim, only 956,222 shares of our common stock are being registered for resale under this prospectus, which represents (i) 519,210 shares of our common stock that we may issue and sell to Tumim in the future under the Purchase Agreement, if and when we elect to sell shares of our common stock to Tumim under the Purchase Agreement, and (ii) the 437,012 shares of common stock issuable to Tumim upon exercise of the Commitment Pre-Funded Warrant. Depending on the market prices of our common stock at the time we elect to issue and sell shares of our common stock to Tumim under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $50.0 million total commitment available to us under the Purchase Agreement. If all of such 956,222 shares of our common stock offered hereby were issued and outstanding as of the date of this prospectus, such shares would represent approximately 24.94% of the total number of outstanding shares of common stock. If we elect to issue and sell to Tumim under the Purchase Agreement more than the 956,222 shares of our common stock (other than shares of common stock issuable to Tumim upon exercise of the Commitment Pre-Funded Warrant) being registered for resale by Tumim under this prospectus (assuming we have the right to do so under Nasdaq rules), which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by Tumim is dependent upon the number of shares we sell to Tumim under the Purchase Agreement.

Issuances of our common stock to Tumim under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except insofar as the economic and voting interests of each of our existing stockholders are diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of the total outstanding shares of our common stock after any such issuance of shares of our common stock to Tumim under the Purchase Agreement.

THE OFFERING

Shares offered by the Selling Stockholder		Up to 8an aggregate of 956,~~438,949~~222 shares of our common stock, consisting of (i) ~~up to 6~~519,~~491,499~~210 shares of common stock ~~issuable~~that ~~upon~~we ~~conversion~~may ofsell ~~shares of our Series B Preferred Stock~~ to beTumim ~~issued~~pursuant to the ~~Selling~~Purchase ~~Stockholder~~Agreement infrom atime ~~series~~to oftime ~~six~~after ~~tranches~~the ~~pursuant~~registration tostatement ~~Purchase~~that ~~Agreement,~~includes ~~based~~this onprospectus ~~the~~is ~~Floor~~declared ~~Price~~effective; and (ii) ~~up to 1~~437,~~947,450~~012 shares of common stock issuable ~~to the Selling Stockholder~~ upon exercise of the ~~Warrants~~Commitment toPre-Funded ~~be issued together with the Series B Preferred Shares to the Selling Stockholder pursuant to the Purchase Agreement, based on an assumed price of $1~~Warrant.~~294, which is equal to the Floor Price.~~
Common stock outstanding prior to this offering		~~965~~2,~~899~~877,926 shares of common stock.
Common stock to be outstanding after this offering		93,~~404~~834,~~848~~148 shares of common stock~~, assuming full conversion of the Series B Preferred to be issued pursuant to the Purchase Agreement at the Floor price and full exercise of the Warrants~~.(1)
Use of proceeds		The Selling Stockholder will receive all of the proceeds from the sale of the shares ~~of common stock~~ offered for sale by ~~them~~it under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Stockholder. However, we ~~may~~will receive proceeds ~~of up to $8.4 million~~ from the sales, if any, of shares of our ~~Series~~common Bstock ~~Preferred~~ to the Selling Stockholder under the Purchase Agreement. ~~and,~~We ~~upon~~cannot predict the ~~Selling~~number ~~Stockholder’s~~or ~~exercise~~value of the ~~Warrants,~~shares ifthat ~~ever,~~ we will ~~receive~~sell to the ~~exercise~~Selling ~~price~~Stockholder ofpursuant to the ~~exercised~~Purchase ~~Warrants~~Agreement. Any proceeds we receive are expected to be used for ~~working~~general ~~capital~~corporate ~~and~~purposes, ~~other~~including ~~general~~operating ~~corporate~~expenses, ~~purposes~~capital expenditures and working capital. See “Use of Proceeds.”
Risk factors		Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. You should read the section titled “Risk Factors” ~~section of this prospectus~~ beginning on page 9 of this prospectus and the other information included or incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.
Trading symbol		Shares of our common stock are listed on the Nasdaq Capital Market under the ticker symbol “TIVC.”
Market symbol and trading		Our common stock is listed on the Nasdaq Capital Market under the ticker symbol “TIVC.”

(1) Except as otherwise indicated herein, the number of shares of our common stock to be outstanding after this offering is based on ~~965~~2,~~899~~877,926 shares of common stock outstanding as of ~~June~~April 48, ~~2025~~2026, which excludes:

· 12392,~~868~~494 shares of common stock issuable upon exercise of outstanding options to purchase shares of common stock outstanding ~~as of June 4~~, ~~2025,~~ with a weighted-average exercise price of approximately $~~152~~8.2800 per share; · ~~430~~8,~~175~~513,550 shares of common stock issuable upon exercise of outstanding warrants to purchase shares of common stock, with a weighted-average exercise price of approximately $183.4412 per share; · 7939,~~415~~981 shares of common stock issuable upon settlement of outstanding restricted stock units; · ~~288~~237,~~705~~ 200 shares of common stock issuable upon conversion of outstanding shares of our Series A Non-Voting Convertible Preferred Stock; · 2,748,549 shares of common stock issuable upon conversion of outstanding shares of our Series B Non-Voting Convertible Preferred Stock; · 15,996,347 shares of common stock issuable upon conversion of outstanding shares of our Series C Non-Voting Convertible Preferred Stock; and · 29219,~~401~~566 shares of common stock reserved for future issuance under our amended and restated 2021 Equity Incentive Plan (the “A&R 2021 Plan”).

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain “forward-looking” statements, as such term is defined by the Commission in its rules, regulations and releases, which represent our expectations or beliefs, including but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company, volatility of stock price, commercial viability of our product candidates and any other factors discussed in this and other registrant filings with the Commission.

These risks and uncertainties and other factors include, but are not limited to those set forth under “Risk Factors” of this prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this prospectus.

This prospectus contains forward-looking statements, including statements regarding, among other things:

	·	our anticipated needs for working capital;

	·	our ability to secure additional financing;

	·	our ability to continue as a going concern;

	·	our ability to sell shares of our common stock to Tumim pursuant to the terms of the Purchase Agreement, and in accordance with applicable Nasdaq rules, and our ability to register and maintain the registration of the shares issued and issuable thereunder;

	·	our business plans and strategies, including our product development efforts;

	·	regulatory or legal developments in the United States and other countries;

	·	the level of expenses related to our product development and operations;

	·	our efforts to expand our products and our business; and

	·	our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market.

Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under the section of this prospectus titled “Risk Factors” and matters described in prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks described below, as well as those described under “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our updates to those Risk Factors included in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K following the most recent Annual Report on Form 10-K, and in all other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, before deciding whether to invest in our securities. The occurrence of any of the events or developments described below and in our filings with the Commission could harm our business, financial condition, operating results, and/or growth prospects.

The risks described below and in our filings with the Commission are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, labor relations, general economic conditions, inflation, supply chain constraints, geopolitical changes, and international operations. We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity. The risks described below and in our filings with the Commission could cause our actual results to differ materially from those contained in the forward-looking statements we have made in this prospectus, the information incorporated herein by reference, and those forward-looking statements we may make from time to time. You should understand that it is not possible to predict or identify all such factors. This prospectus is qualified in its entirety by these risk factors.

~~The~~It ~~Purchase~~is ~~Agreement~~not ~~contains~~possible ~~certain conditions~~to ~~precedent~~predict ~~that~~the ~~must~~actual number beof ~~satisfied~~shares ~~prior~~we towill ~~the~~sell ~~closing~~to ofTumim ~~each~~under ~~respective~~the ~~Tranche~~Purchase ~~Closing~~Agreement, ~~which~~if ~~could~~any, ~~limit~~or ~~our~~the ~~ability~~actual ~~to sell~~gross ~~all~~proceeds ofresulting ~~the~~from ~~securities~~those ~~under the Purchase Agreement~~sales.

~~Although~~Tumim wehas ~~have~~ committed to ~~sell~~purchase ~~and issue to the Selling Stockholder~~ up to $850.40 million of in shares of our ~~Series~~common Bstock, ~~Preferred~~subject ~~Stock~~to certain limitations and ~~Warrants,~~conditions set forth in the Purchase Agreement. ~~includes~~The ~~conditions and~~shares ~~restrictions~~of onour ~~such~~common stock ~~obligation,~~that ~~including~~may ~~without~~be ~~limitation,~~issued ~~(i)~~under the ~~effectiveness~~Purchase ofAgreement amay ~~registration~~be ~~statement,~~sold ~~and~~by ~~(ii)~~us ~~Stockholder Approval~~ to ~~issue~~Tumim ~~shares~~at ofour ~~common~~discretion ~~stock~~from intime ~~excess~~to oftime throughout the ~~Exchange Cap upon conversion~~term of the ~~Series~~agreement. BWe ~~Preferred~~generally ~~and~~have ~~exercise of~~ the ~~Warrants~~right into ~~accordance~~control ~~with~~the ~~applicable~~timing ~~Nasdaq~~and ~~rules.~~amount ~~Accordingly,~~of weany ~~cannot~~sales ~~guarantee~~of ~~that we~~our ~~will~~shares beof ~~able~~common stock to ~~sell~~Tumim under the ~~full~~Purchase ~~number~~Agreement. Sales of ~~securities~~our ~~that~~common westock, ~~have~~if ~~committed~~any, to ~~sell~~Tumim under the Purchase Agreement. Ifwill wedepend ~~cannot~~upon ~~sell~~market ~~the~~conditions and ~~full~~other ~~amount~~factors ofto ~~securities~~be ~~under~~determined ~~the~~by ~~Purchase~~us. ~~Agreement~~We ~~because~~may ofultimately ~~these~~decide ~~limitations,~~to wesell ~~may~~to beTumim ~~required~~all, tosome ~~utilize~~or ~~more~~none ~~costly~~of ~~and~~the ~~time-consuming means~~shares of ~~accessing~~our ~~the~~common ~~capital~~stock ~~markets,~~that may ~~which~~be ~~could~~available ~~materially~~for ~~adversely~~us ~~affect~~to ~~our~~sell ~~liquidity~~to ~~and~~Tumim ~~cash~~pursuant ~~position~~to the Purchase Agreement.

~~Investors~~Because ~~who~~the ~~buy~~per share purchase price that Tumim will pay for shares atof ~~different~~our ~~times~~common stock in any transaction that we may elect to effect pursuant to the Purchase Agreement will be equal to (i) 97% of the lowest VWAP of our common stock on the one trading day during a One-Day Valuation Period, or (ii) 95% of the lowest VWAP of our common stock on any trading day during a Three-Day Valuation Period, immediately after receipt of the Put Shares by Tumim (subject to adjustment as provided in the Purchase Agreement), as of the date of this prospectus, it is not possible for us to predict the number of shares of common stock that we will ~~likely~~sell to Tumim under the Purchase Agreement, the purchase price per share that Tumim will pay ~~different~~for ~~prices~~shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Tumim under the Purchase Agreement.

~~We will have discretion~~Additionally, ~~subject~~although tothe ~~market~~Purchase ~~demand,~~Agreement toprovides ~~vary~~that ~~the~~we ~~timing,~~may ~~prices,~~sell ~~and~~up ~~numbers of shares sold~~ to ~~the~~an ~~Selling~~aggregate ~~Stockholder~~of ~~pursuant~~$50.0 tomillion ~~the~~of ~~Purchase~~shares ~~Agreement.~~of Ifour ~~and~~common ~~when~~stock weto ~~do elect~~Tumim, toonly ~~sell~~956,222 shares of our ~~Series~~common stock Bissuable ~~Preferred and Warrants~~ pursuant to the Purchase Agreement, ~~after~~are ~~Selling~~being ~~Stockholder~~registered ~~has~~under ~~acquired such~~the ~~shares,~~Securities ~~Selling~~Act ~~Stockholder~~for ~~may~~resale ~~resell~~by ~~all,~~Tumim ~~some~~under orthe ~~none~~registration statement ofthat ~~such~~includes ~~shares~~this atprospectus. ~~any~~In ~~time~~order ~~or from time~~ to ~~time~~utilize inthe ~~its~~full ~~discretion~~value ~~and~~of ~~at different~~the ~~prices.~~Purchase ~~As a result~~Agreement, ~~investors~~we ~~who~~must ~~purchase~~first ~~shares~~obtain ~~from the Selling Stockholder in this offering at different times will likely~~stockholder ~~pay~~approval ~~different~~to ~~prices~~issue ~~for those~~ shares, ~~and so may experience different levels~~ of ~~dilution,~~common ~~and~~stock in ~~some~~excess ~~cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value~~ of the ~~shares~~Exchange ~~they~~Cap ~~purchase~~under ~~from~~ the ~~Selling Stockholder~~Purchase Agreement in ~~this~~accordance ~~offering~~with asapplicable ~~a result of future sales made by the Selling Stockholder to purchasers in this offering~~Nasdaq rules.

If it becomes necessary for us to issue and sell to Tumim under the Purchase Agreement more than the 956,222 shares of our common stock being registered for resale by Tumim under the registration statement that includes this prospectus in order to receive aggregate gross proceeds equal to $50.0 million under the Purchase Agreement, we must first file with the Commission one or more additional registration statements to register any such additional shares of our common stock we wish to sell to Tumim from time to time under the Purchase Agreement, which the Commission must declare effective, in each case before we may elect to sell any additional shares of our common stock to Tumim under the Purchase Agreement.

The ~~sale~~terms of athe ~~substantial~~Purchase ~~number~~Agreement limit the amount of shares of ~~our~~we ~~common~~may ~~stock~~issue byto ~~the~~Tumim, ~~Selling~~which ~~Stockholder~~ may ~~cause~~limit ~~the~~our ~~price~~ability ofto ~~our~~utilize ~~common~~the ~~stock~~arrangement to ~~decline~~enhance our cash resources.

WeThe ~~are~~Purchase ~~registering~~Agreement ~~for~~includes ~~resale~~restrictions ~~by the Selling Stockholder~~on upour ability to ~~8,438,949~~sell shares of our common stock. Ifto Tumim, including the ~~Selling~~Exchange ~~Stockholder~~Cap, ~~sells~~and, orsubject ~~the~~to ~~market~~specified ~~perceives~~limitations, ~~that~~if ~~the~~a ~~Selling~~sale would ~~Stockholder~~cause ~~intends~~ Tumim to ~~sell,~~beneficially aown ~~substantial~~more ~~number~~than 4.99% (which may be increased to 9.99% at the election of ~~shares~~Tumim) of our issued and outstanding shares of common stock. inOn ~~the~~February ~~public~~20, ~~market~~2026, Tumim elected to increase the ~~price~~beneficial ofownership ~~our~~limitation ~~common~~from ~~stock~~4.99% ~~may~~to ~~decline~~9.99% ~~The~~to ~~shares~~be ofeffective ~~common~~April ~~stock~~21, ~~offered~~2026. ~~under~~Accordingly, ~~this~~we ~~prospectus~~cannot ~~represent~~guarantee athat ~~significant~~we ~~number~~will ofbe ~~shares~~able ~~in comparison~~ to sell the full number of shares ofthat ~~our~~Tumim ~~common~~has committed ~~stock~~to ~~currently outstanding~~purchase, ~~and~~or ifany ~~sold~~shares inat ~~the~~all. ~~market~~If ~~all~~we atcannot ~~once~~sell orthe atfull ~~approximately~~amount ~~the~~of ~~same~~shares ~~time,~~that ~~could~~Tumim ~~depress~~has ~~the~~committed ~~market~~to ~~price~~purchase because of ~~our~~ ~~common~~these ~~stock. Additionally~~limitations, we ~~such~~may ~~conditions~~be ~~may~~required ~~make~~to itutilize more ~~difficult~~costly ~~for~~and ustime-consuming tomeans ~~sell~~of ~~equity~~accessing orthe ~~equity-related~~capital ~~securities~~markets, inwhich ~~the~~could ~~future~~materially adversely ataffect aour ~~time~~liquidity and ~~price~~cash ~~that we deem reasonable or appropriate~~position.

~~Our~~Investors ~~management~~who ~~will~~buy ~~have broad discretion over the use of the net proceeds from our sale of~~ shares ofat ~~Series~~different ~~B Preferred Stock pursuant to the Purchase Agreement and exercise of~~times ~~Warrants,~~will iflikely ~~any,~~pay ~~and~~different ~~you may not agree with how we use the proceeds, and the proceeds may not be invested successfully~~prices.

We ~~are~~will ~~not~~have ~~selling~~discretion, ~~any~~subject ~~shares~~to ofmarket ~~our common stock~~demand, ~~under~~to ~~this~~vary ~~prospectus and will not receive any of~~ the ~~proceeds~~timing, ~~from~~prices, ~~the~~and ~~sale~~numbers of shares ofsold ~~our~~to ~~common~~Tumim ~~stock~~pursuant byto the ~~Selling~~Purchase ~~Stockholder~~Agreement. ~~However,~~ weIf ~~may~~and ~~receive~~when ~~proceeds~~we ofdo upelect to ~~$8.4~~sell ~~million from the sales of~~ shares of our ~~Series~~common Bstock ~~Preferred~~ to ~~the~~Tumim ~~Selling~~pursuant ~~Stockholder~~to ~~under~~ the Purchase Agreement ~~and~~, ~~upon~~after ~~the~~Tumim ~~Selling~~has ~~Stockholder’s~~acquired ~~exercise~~such ofshares, ~~the~~Tumim ~~Warrants,~~may ifresell ~~ever~~all, wesome ~~will~~or ~~receive the exercise price~~none of ~~the~~such ~~exercised~~shares ~~Warrants.~~at ~~Our~~any ~~management~~time, ~~will~~or ~~have~~from ~~broad~~time ~~discretion as~~ to ~~the~~time, ~~use~~in ofits ~~those~~discretion ~~net proceeds from,~~ and weat ~~could~~different ~~use~~prices. ~~them~~As ~~for purposes~~a ~~other~~result, ~~than~~investors ~~those~~who ~~contemplated~~purchase atshares from ~~the~~Tumim ~~time~~in ~~of commencement of~~ this offering. ~~Accordingly,~~at ~~you~~different times will belikely ~~relying~~pay ondifferent ~~the~~prices ~~judgment of~~for ~~our management with regard to the use of~~ those ~~net proceeds~~shares, and ~~you~~so ~~will~~may ~~not~~experience ~~have~~different ~~the~~levels of ~~opportunity~~dilution, asand ~~part~~in ofsome ~~your~~cases ~~investment~~substantial ~~decision~~dilution, to ~~assess~~and ~~whether~~different ~~the~~outcomes ~~proceeds~~in ~~are~~their ~~being~~investment ~~used appropriately~~results. ItInvestors ismay ~~possible~~experience ~~that,~~a ~~pending~~decline in ~~their~~the ~~use,~~value weof ~~may~~the ~~invest~~shares ~~those~~they ~~net~~purchase ~~proceeds in~~from aTumim ~~way~~in ~~that~~this ~~does~~offering ~~not~~as ~~yield~~ a ~~favorable,~~result orof ~~any,~~future ~~return~~sales ~~for~~made ~~us.~~by ~~The~~Tumim ~~failure~~to ofpurchasers ~~our~~or ~~management~~by us to ~~use~~Tumim ~~such~~at ~~funds~~prices ~~effectively~~lower ~~could~~than ~~have a~~the ~~material~~prices ~~adverse~~such ~~effect~~investors onpaid ~~our~~for ~~business,~~their ~~financial~~shares ~~condition,~~in ~~operating~~this ~~results and cash flows~~offering.

The issuance of common stock to Tumim may cause substantial dilution to our existing stockholders, and the sale of such shares acquired by Tumim could cause the price of our common stock to decline.

We are registering for resale by Tumim 956,222 shares of our common stock, consisting of 519,210 shares that we may issue and sell to Tumim under the Purchase Agreement and an additional 437,012 shares of common stock issuable to Tumim upon exercise of the Commitment Pre-Funded Warrant. If Tumim sells, or the market perceives that Tumim intends to sell, a substantial number of shares of our common stock in the public market, the price of our common stock may decline. The shares of common stock offered under this prospectus represent a significant number of shares in comparison to the number of shares of our common stock currently outstanding, and if sold in the market all at once or at approximately the same time, could depress the market price of our common stock. Additionally, such conditions may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Tumim pursuant to the Purchase Agreement, if any, and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by Tumim. However, we will receive proceeds from the sales, if any, of shares of our common stock to Tumim under the Purchase Agreement. Our management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Tumim pursuant to the Purchase Agreement, and we could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

You may experience additional dilution as a result of future equity offerings.

In order to raise additional capital, we may sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be lower than the price per share that you purchase the shares of common stock being offered hereunder by the selling stockholders.

THE ~~SELLING~~TUMIM ~~STOCKHOLDER~~ TRANSACTION

The following provides a summary of the ~~transaction~~Purchase Agreement entered into with the Selling Stockholder pursuant to which ~~they~~it ~~received,~~may orin ~~are~~the ~~entitled~~future topurchase ~~receive,~~from us the shares of our common stock being registered hereby for resale by the Selling Stockholder. The following summary of such ~~transaction~~transactions does not purport to be complete and ~~are~~is subject to, and qualified in its entirety by reference to, the forms of transaction documents entered into in connection with such ~~transactions,~~ transaction, which are filed as exhibits to the registration statement of which this prospectus is a part and which are incorporated herein by reference. You should carefully read this entire prospectus, including the information incorporated herein by reference.

General

On ~~April~~February 296, ~~2025~~2026, we entered into the Purchase Agreement with ~~the Selling Stockholder~~Tumim, pursuant to which, ~~subject~~upon toeffectiveness ~~satisfaction~~ of the ~~applicable~~ ~~closing~~registration ~~conditions~~statement ~~set~~that ~~forth~~includes ~~therein~~this prospectus, we ~~shall~~will ~~sell and issue to the Selling Stockholder,~~have ~~through six separate Tranche Closings, up to an aggregate of 8,400 shares of Series B Preferred as follows: (i) 700 shares of Series B Preferred, for $700,000, in~~ the ~~initial Tranche Closing~~right, ~~which~~but ~~shall~~not ~~be consummated upon effectiveness of this Registration Statement; (ii) 700 shares of Series B Preferred, for $700,000, in~~ the ~~second Tranche Closing~~obligation, ~~which~~to ~~shall~~sell beto ~~consummated 10 trading days after the initial Tranche Closing; (iii) 1~~Tumim,~~750~~ ~~shares~~and ofTumim ~~Series~~will Bhave ~~Preferred, for $1,750,000, in~~ the ~~third~~obligation ~~Tranche~~to ~~Closing,~~purchase ~~which~~from ~~shall be consummated 20 trading days after the second Tranche Closing; (iv) 1~~us,~~750~~ ~~shares~~up ofto ~~Series B Preferred, for $1,750,000, in~~ the ~~fourth~~applicable ~~Tranche Closing,~~Maximum ~~which~~Amount ~~shall be consummated 20 trading days after the third Tranche Closing; (v) 1,750 shares~~ of ~~Series~~Put BShares ~~Preferred,~~from ~~for~~time ~~$1,750,000,~~to ~~in the~~time ~~fifth~~over ~~Tranche Closing, which shall be consummated 20 trading days after~~ the ~~fourth~~term ~~Tranche Closing; and (vi) 1,750 shares~~ of ~~Series Preferred, for $1,750,000, in~~ the ~~final~~Purchase ~~Tranche Closing, which shall be consummated 20 trading days after the fifth Tranche Closing~~Agreement.

~~Subject to~~Unless ~~certain~~earlier ~~beneficial ownership limitations and~~terminated, ~~until such date that Stockholder Approval is obtained,~~ the ~~Exchange~~Purchase ~~Cap, at any time~~Agreement ~~after~~will ~~the~~remain ~~issuance~~in ~~date,~~effect ~~each~~during ~~holder~~the ofCommitment ~~Series~~Period. BWe ~~Preferred shall~~ have the right, ~~at such holder’s option,~~ to ~~convert~~terminate ~~any or all of~~ the ~~shares~~Purchase ofAgreement ~~Series~~at Bany ~~Preferred~~time, ~~held~~subject ~~by such holder into fully paid and nonassessable shares of our common stock. The number of shares of common stock issuable upon conversion of each share of Series B Preferred shall be equal~~ to the ~~quotient obtained by dividing (i) the~~ ~~Stated~~limitations ~~Value~~set offorth ~~such share of Series B Preferred plus all accrued and unpaid dividends thereon by (ii) the Conversion Price~~ in ~~effect on~~ the ~~date~~Purchase ~~of conversion~~Agreement.

InDuring ~~addition to~~ the ~~shares~~Commitment ofPeriod, ~~Series~~we Bwill ~~Preferred~~have the toright, bebut ~~sold~~not ~~and~~the ~~issued~~obligation, to ~~the~~direct ~~Selling~~Tumim ~~Stockholder~~to inpurchase the ~~Offering,~~Put atShares ~~each~~by ~~Tranche~~delivering ~~Closing~~a wePut ~~shall~~Notice ~~also~~on ~~issue~~any ~~the~~trading ~~Selling~~day ~~Stockholder a Warrant~~ to purchase ~~that~~ a number of ~~shares~~Put ofShares ~~our~~pursuant ~~common stock equal~~ to ~~30%~~a offormula ~~shares~~set offorth ~~common stock issuable upon conversion~~ in ~~full of~~ the ~~shares~~Purchase ~~of Series B Preferred issued at the same Tranche Closing~~Agreement. ~~Each~~If ~~Warrant~~we ~~shall~~elect beto ~~immediately~~use ~~exercisable~~a ~~(subject~~One-Day toValuation ~~certain beneficial~~Period ~~ownership~~in ~~limitations~~the ~~and Stockholder Approval)~~Put Notice, ~~expire~~the ~~five~~purchase ~~years~~price ~~from~~for the ~~date~~Put ofShares ~~issuance,~~will ~~and~~be ~~have an initial exercise price~~ equal to ~~the~~97% ~~average~~of ~~closing~~the ~~price~~VWAP of our common stock ~~during~~on ~~the~~any ~~prior five~~ trading ~~days~~day ~~preceding~~during ~~each~~such ~~Tranche Closing (as may~~One-Day beValuation ~~adjusted for stock dividends~~Period, ~~subdivisions,~~subject orto ~~combinations~~adjustment inas ~~the~~provided ~~manner described~~ in the ~~Warrant).~~Purchase InAgreement, ~~the~~following ~~event~~receipt ~~that~~of ~~Warrants issued to~~ the ~~Selling~~Put ~~Stockholder~~Shares inby aTumim. ~~subsequent~~If ~~Tranche~~we ~~Closing~~elect to ~~have~~use a ~~lower~~One-Day ~~exercise~~Valuation ~~price~~Period ~~than~~to ~~those~~determine ~~Warrants~~the ~~outstanding~~VWAP asPurchase ofPrice ~~such~~in ~~later Tranche Closing, immediately after~~ the ~~Tranche~~Put ~~Closing~~Notice, ~~the~~such ~~exercise~~Put ~~price~~Notice ofshall ~~all~~direct ~~outstanding~~Tumim ~~Warrants~~to ~~held~~purchase Put byShares ~~the~~in ~~Selling~~an ~~Stockholder shall~~amount ~~automatically~~not ~~be reduced~~ to ~~equal~~exceed ~~such lower exercise price of~~ the ~~Warrants~~One-Day ~~issued~~Maximum ~~in such Tranche Closing~~Amount.

InIf ~~the~~we ~~event~~elect ~~that~~to ~~the~~use ~~average~~a ~~closing~~Three-Day ~~price~~Valuation ofPeriod in the ~~Company’s~~Put ~~common~~Notice, ~~stock during~~ the ~~prior~~purchase ~~three~~price ~~trading~~for ~~days~~the ~~preceding~~Put aShares ~~Tranche~~under ~~Closing~~the ~~date~~Purchase ~~shall~~Agreement ~~not~~will be equal to or95% ~~greater than~~of the ~~Floor~~lowest ~~Price~~daily ~~(as~~VWAP ~~defined~~of our ~~below),~~common ~~then~~stock ~~the~~on ~~applicable~~any ~~Tranche~~trading ~~Closing~~day ~~shall~~during besuch ~~delayed~~Three-Day ~~until~~Valuation ~~such~~Period, ~~time~~subject asto ~~the~~adjustment ~~price~~as ~~meets~~provided in the ~~required~~Purchase Agreement, ~~threshold~~following ~~for~~receipt ~~a period~~ of ~~five~~the ~~consecutive~~Put ~~trading~~Shares ~~days~~by Tumim. ~~Notwithstanding~~If ~~the~~we ~~foregoing,~~elect ~~the~~to ~~Selling Stockholder~~use ~~has~~a ~~the~~Three-Day ~~ability,~~Valuation ~~subject~~Period to ~~prior~~determine ~~written consent of~~ the ~~Company,~~VWAP toPurchase ~~purchase~~Price ~~any~~in the ~~number~~Put ofNotice, ~~shares~~such ofPut ~~Series~~Notice Bshall ~~Preferred prior~~direct Tumim to ~~the~~purchase ~~dates~~Put ofShares ~~the~~in ~~Tranche~~an ~~Closings~~amount ~~provided~~not ~~for~~to inexceed the ~~Purchase~~Three-Day ~~Agreement~~Maximum Amount.

~~The~~In ~~consummation~~addition ofto the ~~transactions~~applicable ~~contemplated~~Maximum Amount limitations, byTumim’s ~~the~~obligation ~~Purchase~~to ~~Agreement~~purchase Put Shares is subject to ~~various~~a ~~customary~~4.99% ~~closing~~beneficial ~~conditions.~~ownership Inblocker ~~addition,~~(which ~~pursuant~~may tobe ~~the~~increased ~~Purchase~~to ~~Agreement,~~9.99% ~~unless~~at ~~and~~the ~~until~~election ~~the~~of ~~Company~~Tumim). ~~obtains~~On ~~the~~February ~~Stockholder~~20, ~~Approval~~2026, Tumim elected to increase the ~~Selling~~beneficial ~~Stockholder~~ownership islimitation ~~prohibited~~ from ~~converting~~4.99% ~~its~~to ~~shares~~9.99% ofto ~~Series~~be effective BApril ~~Preferred~~21, ~~and~~2026. ~~exercising~~Additionally, ~~its~~pursuant ~~Warrants~~ to the ~~extent~~Purchase ~~that~~Agreement, ~~such~~we ~~conversions~~may ~~and~~not ~~exercises~~sell ~~would, in~~or ~~the~~issue ~~aggregate,~~to ~~result~~Tumim inmore ~~the issuance of~~ than 506,848 shares of our common stock, ~~exceeding~~representing the ~~Exchange~~maximum ~~Cap.~~number ~~The Selling~~of ~~Stockholder~~shares ~~shall~~that ~~have~~may nobe ~~obligation~~issued tounder ~~fund~~ the ~~second~~Exchange orCap, ~~subsequent Tranche Closings~~ unless and until ~~Stockholder~~we ~~Approval~~obtain stockholder ~~has~~approval ~~been obtained, and the Company has agreed~~ to ~~file~~issue aadditional ~~proxy~~shares, ~~statement~~in onaccordance ~~Schedule 14A~~ with ~~the~~applicable ~~Commission~~Nasdaq ~~to obtain Stockholder Approval no later than twenty (20) days from the Execution Date~~rules.

As consideration for Tumim’s commitment to purchase shares of our common stock under the Purchase Agreement, we issued Tumim the Commitment Pre-Funded Warrant.

~~Pursuant~~The ~~to the~~ Purchase Agreement, ~~subject~~contains to certain ~~exceptions~~representations, warranties, ~~for~~covenants soand ~~long~~events ~~as any shares~~ of ~~Series~~default. BThere ~~Preferred~~are ~~remain~~no ~~outstanding~~restrictions ~~(the~~on ~~“ROFR~~future ~~Period”)~~financings, ~~the~~rights ~~Selling Stockholder will have a right~~ of first refusal ~~to with respect to any investment proposed to be made by any other person for each and every future variable rate transaction during the ROFR Period. Additionally~~, ~~subject~~participation ~~to certain exceptions~~rights, ~~for so long as the Selling Stockholder~~ ~~holds~~penalties ~~any shares of Series B Preferred, Warrants,~~ or ~~shares~~liquidated ofdamages ~~common~~in ~~stock issued upon conversion of~~ the ~~Series~~Purchase BAgreement ~~Preferred~~ or ~~exercise of~~Registration ~~the~~Rights ~~Warrants~~Agreement, ~~the~~except ~~Selling~~we ~~Stockholder~~are ~~shall~~prohibited ~~have~~(with ~~the right to participate in any subsequent financing for up to 20% of such financing. Moreover, for so long as any shares of Series B Preferred remain outstanding, subject to~~ certain specified exceptions,) ~~the~~from ~~Selling~~effecting ~~Stockholder~~or ~~shall have~~entering ~~the~~into ~~right~~an to“equity ~~require~~line ~~us to use 25%~~ of ~~the~~credit” ~~proceeds~~or ~~received~~substantially bysimilar ustransaction ~~from~~or ~~any~~a ~~future financing to redeem any shares of Series B Preferred~~variable ~~held~~rate bytransaction ~~the~~during ~~Selling Stockholder in accordance with~~ the ~~terms~~term of the ~~Certificate~~Purchase ofAgreement ~~Designation~~without ~~of Preferences, Rights and Limitations of~~ the ~~Series~~prior Bwritten ~~Non-Voting~~consent ~~Convertible Preferred Stock (the “Certificate~~ of ~~Designation”)~~Tumim.

~~The~~We ~~Purchase~~have ~~Agreement~~the ~~contains~~right ~~certain~~to ~~termination~~terminate the Purchase Agreement ~~rights,~~at ~~representations,~~any ~~warranties~~time, ~~covenants~~at ~~and~~no ~~events~~cost ofor ~~default.~~penalty, ~~The~~upon ~~Purchase~~written ~~Agreement~~notice ~~will~~to ~~automatically~~Tumim ~~terminate~~except ifduring any ~~Tranche Closing~~time ~~has~~that ~~not~~Tumim ~~occurred~~holds ~~prior~~any ~~to December 31, 2025~~shares.

~~The~~Pursuant ~~Selling~~to ~~Stockholder~~the ~~has~~Registration Rights Agreement, we agreed ~~that~~to ~~neither~~use our reasonable best efforts to cause the registration statement of which this prospectus constitutes a part to become iteffective ~~nor~~and ~~any~~to remain continuously effective until the earlier of: ~~its~~(i) ~~affiliates~~the date on which Tumim shall ~~engage~~have insold ~~any~~all ~~direct~~of orthe ~~indirect~~Shares ~~short-selling~~and (ii) orthe ~~hedging~~date of ~~our~~termination ~~common~~of ~~stock~~the ~~during~~Purchase ~~any~~Agreement ~~time~~if, ~~prior~~as of such termination date, Tumim holds no Shares (or, if applicable, the date on which such securities cease to be registrable after the date of termination of the Purchase Agreement).

InAdditional ~~connection~~information with respect to the Purchase Agreement, ~~we also~~the ~~entered~~Shares, and the Registration Rights Agreement ~~with~~is ~~Selling~~contained ~~Stockholder,~~in ~~pursuant~~this toprospectus which we agreed to file with the Commission covering the Registrable Securities so as to permit the resale of such securities Selling Stockholder. We shall use commercially reasonable efforts to keep the registration statement effective, including but not limited to pursuant to Rule 415 promulgated under the ~~Securities~~heading ~~Act of 1933, as amended (the~~ “~~Securities Act”), and available for the resale by~~ Selling Stockholder ~~of all of the Registrable Securities~~” ~~covered~~and ~~thereby~~in atour ~~all~~Current ~~times~~Report ~~until the date~~ on ~~which~~Form ~~Selling~~8-K ~~Stockholder~~filed ~~shall~~with ~~have sold all~~ the ~~Registrable~~ Securities orand ~~they~~Exchange ~~cease to~~Commission ~~require~~on ~~registration~~February ~~pursuant~~9, ~~to the Registration Rights Agreement~~2026.

~~Craft~~Effect ~~Capital~~of ~~Management~~Performance LLC (“Craft”) acted as placement agent to the Company in connection with the Offering. As consideration for services rendered by Craft, the Company shall pay Craft a cash fee equal to eight percent (8%) of ~~any such funds received by~~ the ~~Company~~Purchase ~~from the~~Agreement ~~Selling~~on ~~Stockholder~~our ~~pursuant to the Purchase Agreement.~~Stockholders

~~Series~~As Bof ~~Preferred~~February 5, 2026, immediately prior to execution of the Purchase Agreement and issuance of the Commitment Pre-Funded Warrant to Tumim, there were 2,535,509 shares of our common stock outstanding. Although the Purchase Agreement provides that we may sell up to an aggregate of $50.0 million of shares of our common stock to Tumim, only 956,222 shares of our common stock are being registered for resale under this prospectus, which represents (i) 519,210 shares of our common stock that we may issue and sell to Tumim in the future under the Purchase Agreement, if and when we elect to sell shares of our common stock to Tumim under the Purchase Agreement, and (ii) 437,012 shares of common stock issuable upon exercise of the Commitment Pre-Funded Warrant.

OnWe ~~April~~do 29not know what the Purchase Price for our common stock will be or whether there will occur an exception to the Exchange Cap, ~~2025~~and therefore cannot be certain as to the number of shares we might sell and issue to Tumim under the Purchase Agreement after the date of this prospectus. Depending on the market prices of our common stock at the time we elect to issue and sell shares of our common stock to Tumim under the Purchase Agreement, inand assuming ~~connection~~we ~~with~~receive stockholder approval to remove the ~~Offering~~Exchange Cap, we ~~filed~~may aneed ~~Certificate~~to ofregister ~~Designation~~for ~~with~~resale under the ~~Delaware~~Securities ~~Secretary~~Act additional shares of ~~State~~our common stock in order to receive aggregate gross proceeds equal to the $50.0 ~~The~~million ~~Certificate~~total commitment available to us under the Purchase Agreement. If all of ~~Designation~~956,222 shares of our common stock offered hereby were issued and outstanding as of the date of this prospectus, ~~became~~such ~~effective~~shares ~~upon~~would ~~filing~~represent approximately 24.94% of the total number of outstanding shares of our common stock. If we elect to issue and sell ~~designates~~to 8Tumim under the Purchase Agreement more than 956,~~400~~222 shares of our ~~preferred~~common stock as(other ~~Series~~than Bshares ~~Non~~of common stock issuable upon exercise of the Commitment Pre-~~Voting~~Funded ~~Convertible~~Warrant) ~~Preferred~~being ~~Stock~~registered for resale by Tumim under this prospectus (assuming we have the right to do so under Nasdaq rules), ~~par~~which we have the right, but not the obligation, to do, we must first register for resale under the Securities ~~value~~Act $0any such additional shares of our common stock, which could cause additional substantial dilution to our stockholders.~~0001~~ ~~per~~The ~~share~~number of shares of our common stock ultimately offered for sale by Tumim will be dependent upon the number of shares we sell to Tumim under the Purchase Agreement.

~~Ranking.~~Issuances ~~The~~of ~~Series~~our common stock to Tumim under the BPurchase ~~Preferred~~Agreement ~~ranks~~will ~~senior~~not toaffect the rights or privileges of our ~~common~~existing ~~stock~~stockholders, except that the economic and ~~Series~~voting Ainterests of ~~Non-Voting~~each ~~Convertible~~of ~~Preferred~~our ~~stock~~existing ~~with~~stockholders ~~respect~~will tobe ~~dividend~~diluted ~~rights~~as ~~and~~a ~~rights on~~result of any such issuance. Although the ~~distribution~~number of ~~assets~~shares onof ~~any~~our ~~voluntary~~common orstock that ~~involuntary~~our ~~liquidation~~existing stockholders own will not decrease, ~~dissolution~~the orshares ~~winding~~of upour common stock owned by our existing stockholders will represent a smaller percentage of the ~~affairs~~total outstanding shares of our common stock after any such issuance of shares of our common stock to Tumim under the ~~Company~~Purchase Agreement.

Dividends. The holders of outstanding shares of Series B Preferred shall be entitled to cumulative dividends at an annual rate of 10% of the Stated Value per share. Dividends shall accrue from the date of each such Tranche Closing, and for as long as any shares of Series B Preferred remain issued and outstanding and are payable quarterly in arrears. At our option, dividends on the Series B Preferred may be paid in (i) cash, (ii) by adding the amount of dividends payable on such date to the aggregate Stated Value of such holder’s shares of Series B Preferred Stock (“PIK Dividends”), or (iii) any combination of cash and PIK Dividends. The Stated Value shall initially be $1,000 per share, subject to adjustment in the event of any stock dividend (including PIK Dividends), stock split, combination, recapitalization, or other similar event affecting such shares.

Voting. Except as otherwise provided by the Certificate of Designation or required by law, the Series B Preferred does not have voting rights. However, as long as any shares of Series B Preferred are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series B Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, our amended and restated certificate of incorporation, as amended (the “Charter”), or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred, (ii) issue further shares of Series B Preferred, or (iii) enter into any agreement with respect to any of the foregoing.

Conversion. Subject to certain beneficial ownership limitations and, until such date that Stockholder Approval is obtained, the Exchange Cap, at any time after the issuance date, each holder of Series B Preferred shall have the right, at such holder’s option, to convert any or all of the shares of Series B Preferred held by such holder into fully paid and nonassessable shares of our common stock. The number of shares of common stock issuable upon conversion of each share of Series B Preferred shall be equal to the quotient obtained by dividing (i) the Stated Value of such share of Series B Preferred plus all accrued and unpaid dividends thereon by (ii) the Conversion Price in effect on the date of conversion. The Conversion Price in effect on any conversion date shall be equal to 90% of the lowest closing volume-weighted average price of our common stock on the Nasdaq Capital Market for the five trading days immediately preceding the date of the conversion notice delivered by the holder, subject to adjustment, provide, however, that in no event shall the Conversion Price be lower than $1.294 per share, the Floor Price, subject to adjustment.

Liquidation. In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets, funds, or proceeds available for distribution of the Company to the holders of common stock or any other class or series of capital stock ranking junior to the Series B Preferred upon liquidation, by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value plus all accrued and unpaid dividends thereon or (ii) the amount that such Holder would receive if such Holder converted all of its shares of Series B Preferred into common stock immediately prior to such liquidation, dissolution or winding up.

Redemption. We may, at any time and in our sole discretion, request to redeem all or any portion of the outstanding shares of Series B Preferred at a price equal to 115% of the Stated Value plus all accrued and unpaid dividends thereon by providing the holder at least 10 days prior written notice, during which 10 day period the holder thereof shall have the right to convert such holder’s shares of Series B Preferred into shares of our common stock. Upon the closing of any equity or equity-linked financing by the Company after the issuance date, the holder shall have the right, but not the obligation, to require us to redeem, out of the proceeds of such financing, up to 25% of the aggregate amount of net proceeds raised in the financing, outstanding shares of Series B Preferred at a per share price equal to the Stated Value plus all accrued and unpaid dividends thereon, provided that such right shall expire 5 days after the holder receives notice from us of the consumption of a financing.

USE OF PROCEEDS

The Selling Stockholder will receive all of the proceeds from the sale of the shares offered for sale by it under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Stockholder. However, we ~~may~~will receive proceeds ~~of up to $8.4 million~~ from the sales, if any, of shares of our ~~Series~~common Bstock ~~Preferred~~ to the Selling Stockholder under the Purchase Agreement ~~and, upon the Selling Stockholder’s exercise of the Warrants, if ever, we will receive the exercise price of the exercised Warrants~~.

We cannot predict the number or value of the shares that we will sell to the Selling Stockholder pursuant to the Purchase Agreement. We currently intend to use any proceeds that we receive from ~~pursuant~~the tosales ~~the~~of ~~Purchase~~shares ~~Agreement~~to ~~and~~the ~~upon~~Selling ~~exercise~~Stockholder ofpursuant to the ~~Warrants~~Purchase Agreement for general corporate purposes, including operating expenses, capital expenditures and working capital. We have broad discretion in determining how the proceeds we receive, if any, will be used, and our discretion is not limited by the aforementioned possible uses. As we are unable to predict the timing or amount of potential ~~issuances~~ issuances of the shares of our ~~Series~~common Bstock ~~Preferred and Warrants~~ issuable pursuant to the Purchase Agreement ~~or the exercise of the Warrants by the Selling Stockholder~~, we cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of such ~~securities~~shares. We may use the proceeds for purposes that are not contemplated at the time of this offering. It is possible that no shares will be issued under the Purchase Agreement.

We will incur all costs associated with this prospectus and the registration statement of which it is a part.

1413

SELLING STOCKHOLDER

This prospectus ~~covers~~relates to the ~~possible~~resale ~~sale, or other disposition,~~ from time to time by ~~the~~Tumim ~~Selling~~of ~~Stockholder,~~any ~~including its pledgees, donees, transferees, assigns~~ or ~~other~~all ~~successors~~of ~~in interest,~~the shares of upcommon tostock ~~8,438,949~~that ~~shares~~have ofbeen ~~our~~and ~~common~~may ~~consisting~~be ofissued ~~(i)~~by upus to ~~6,491,499~~Tumim ~~shares~~under ofthe ~~common~~Purchase ~~stock~~Agreement. For ~~issuable~~additional ~~upon~~information ~~conversion~~regarding ~~of shares~~the issuance of our ~~Series~~common Bstock ~~Preferred~~covered toby bethis ~~issued~~prospectus, tosee the ~~Selling~~section ~~Stockholder~~titled in“The Tumim aTransaction” ~~series~~above. ofWe ~~six~~are ~~tranches~~registering ~~pursuant to~~ the ~~Purchase~~shares ~~Agreement, based~~of oncommon ~~the~~stock ~~Floor~~included ~~Price;~~in ~~and~~this ~~(ii)~~prospectus uppursuant to ~~1,947,450~~the ~~shares~~ provisions of ~~common~~the ~~stock~~Registration ~~issuable~~Rights Agreement to permit the Selling Stockholder ~~upon exercise of Warrants~~ to beoffer ~~issued~~the ~~together~~Shares ~~with~~included ~~the~~in ~~Series~~this Bprospectus ~~Preferred~~for ~~Shares~~resale from time to ~~the~~time. ~~Selling~~Except ~~Stockholder~~as ~~pursuant~~set toforth in the Purchase Agreement, ~~based~~the onRegistration anRights ~~assumed price of $1.294~~Agreement, ~~which~~and isin ~~equal~~Item to15, ~~the~~“Recent Sales ~~Floor~~of ~~Price.~~Unregistered ~~Other~~Securities” ~~than~~of the ~~transactions~~registration ~~described~~statement ~~under the section~~ of which this prospectus ~~entitled “The~~forms ~~Selling~~a ~~Stockholder Transaction~~part,” ~~the~~Tumim ~~Selling Stockholder~~ has not had any material relationship with us within the past three years. ~~We will incur all costs associated with this prospectus and the registration statement of which it is a part.~~

The ~~below~~ table ~~sets~~below ~~forth~~presents ~~certain~~ information ~~with~~ ~~respect to~~ regarding the Selling Stockholder, ~~including~~and ~~(a)~~ the ~~shares~~Shares ofthat ~~our~~may ~~common~~be ~~stock~~resold ~~beneficially owned~~ by the Selling Stockholder ~~prior~~ from time to ~~this~~time ~~offering,~~under ~~(b)~~this ~~the~~prospectus. ~~number~~This oftable is ~~shares~~prepared ofbased ~~our~~on ~~common~~information ~~stock~~supplied ~~being~~to ~~offered~~us by the Selling Stockholder, ~~pursuant~~and toreflects ~~this~~holdings ~~prospectus~~as ~~and (c)~~of ~~the~~April ~~Selling~~8, ~~Stockholder’s~~2026. ~~beneficial~~The ~~ownership~~number of ~~our~~shares in ~~common~~the ~~stock~~column ~~after~~“Maximum ~~completion~~Number of ~~this~~Shares ~~offering,~~of ~~assuming~~Common ~~that~~Stock to be Offered Pursuant to this Prospectus” represents all of the ~~shares~~ ofShares ~~common~~being ~~stock~~offered ~~covered~~for resale by the Selling Stockholder under this prospectus. ~~(but~~The ~~none~~Selling ofStockholder ~~the~~may ~~other shares~~sell some, ~~if any~~all, ~~held~~or bynone of the ~~Selling~~Shares ~~Stockholder)~~being ~~are~~offered ~~sold~~for ~~to third~~resale ~~parties~~ in this offering.

~~The~~We ~~table~~do isnot ~~based~~know onhow ~~information~~long ~~supplied to us by~~ the Selling Stockholder. will ~~Beneficial~~hold ~~and~~the ~~percentage~~Shares ~~ownership~~before isselling ~~determined~~them inor ~~accordance~~whether ~~with~~they ~~the~~will ~~rules~~sell ~~and~~them ~~regulations~~at ofall, ~~the Commission~~and, ~~which~~except isas ~~based~~set onforth ~~voting~~in orthe ~~investment~~section ~~power~~titled ~~with~~“Plan of ~~respect~~Distribution” toin ~~such~~this ~~shares~~prospectus, ~~and~~we ~~this~~are ~~information does~~ not ~~necessarily~~currently ~~indicate beneficial~~aware ~~ownership~~of ~~for~~ any ~~other~~existing ~~purpose. In accordance with Commission rules~~agreements, inarrangements ~~computing~~or ~~the number of shares beneficially owned~~understandings bybetween the Selling Stockholder, ~~shares~~and ofany ~~common~~other ~~stock subject to derivative securities held by that selling~~ stockholder, ~~that~~broker, ~~are~~dealer, ~~currently exercisable~~underwriter or ~~convertible,~~agent orrelating ~~that~~to ~~will~~the besale ~~exercisable~~ or ~~convertible~~distribution ~~within~~of the 60shares ~~days~~of ~~after~~our ~~June~~common 4,stock ~~2025,~~being ~~are~~offered ~~deemed~~for ~~outstanding~~resale ~~for purposes~~by ofthis prospectus by the Selling Stockholder.

~~The~~Beneficial ~~Selling~~ownership ~~Stockholder~~is determined in accordance ~~may~~with ~~sell~~Rule ~~all~~13d-3(d) promulgated by the Commission under the Exchange Act, ~~some~~and orincludes ~~none~~shares of ~~its~~common stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of common stock ~~covered~~beneficially owned by ~~this~~the Selling ~~prospectus.~~Stockholder Weprior doto ~~not~~the ~~know~~offering shown in the ~~number~~table below is based on an aggregate of ~~such~~2,877,926 shares, ifof ~~any~~our common stock outstanding on April 8, 2026. Because the purchase price of the Shares of common stock issuable under the Purchase Agreement is determined on each VWAP Purchase Date, with respect to a VWAP Purchase (as defined in the Purchase Agreement), the number of Shares that ~~will~~may actually be sold by the Company under the Purchase Agreement may be fewer than the number of Shares being offered for ~~sale~~resale orby ~~otherwise~~this ~~disposed~~prospectus. The fourth column assumes the sale of all of the Shares offered for resale by the Selling Stockholder. ~~See~~pursuant ~~“Plan~~to ofthis ~~Distribution~~prospectus.”

	Beneficially Owned Before Offering(1)						Shares of Common Stock			Beneficially Owned After Offering(2)
Name of Selling Stockholder	Number			Percentage			Offered Under this Prospectus			Number		Percentage
Helena Global Investment Opportunities I Ltd. (3)		0	(4)		0	%		8,438,949	(5)		0		0	%

	(1)	Based on 965,899 shares of our common stock outstanding as of June 4, 2025.
		Number of Shares of Common Stock Owned Prior to this Offering			Maximum Number of Shares of Common Stock to be Offered Pursuant to this	Maximum Number of Shares of Common Stock Owned After this Offering
	(2)	Assumes that all of the shares of common stock being registered by this prospectus are resold by the Selling Stockholder to third parties.
Name of Selling Stockholder		Number(1)		Percent(2)	Prospectus	Number(3)	Percent(2)
	(3)	Helena Global Investment Opportunities I Ltd. is a Cayman Islands limited company and its business address is 71 Fort Street, Third Floor, Grand Cayman, Cayman Islands KY1-111. We have been advised that the Selling Stockholder is not a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.
Tumim Stone Capital, LLC(4)		437,012	(5)	*	956,222	0	0%
	(4)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded all of the shares of common stock underlying the shares of Series B Preferred and Warrants that the Selling Stockholder may be required to purchase under the Purchase Agreement because we have not issued any such securities to the Selling Stockholder as of the date of this registration and the issuance of such securities is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the Selling Stockholder’s control.
	(5)	Consists of (i) up to 6,491,499 shares of common stock issuable upon conversion of shares of our Series B Preferred to be issued to the Selling Stockholder pursuant to the Purchase Agreement, based on the Floor Price; and (ii) up to 1,947,450 shares of common stock issuable to the Selling Stockholder upon exercise the Warrants to be issued together with the Series B Preferred Shares to the Selling Stockholder pursuant to the Purchase Agreement, based on an assumed price of $1.294, which is equal to the Floor Price.

*	Represents less than 1.0%.

(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Tumim may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Tumim’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Tumim to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Tumim, would cause Tumim’s beneficial ownership of our common stock to exceed 4.99% (which may be increased to 9.99% at the election of Tumim). On February 20, 2026, Tumim elected to increase the beneficial ownership limitation from 4.99% to 9.99% to be effective April 21, 2026. The Purchase Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of a 19.99% exchange cap unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater than $0.8581 per share, such that the exchange cap limitation would not apply under applicable Nasdaq rules. Neither the beneficial ownership limitation nor the exchange cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.

(2)	Applicable percentage ownership is based on 2,877,926 shares of our common stock outstanding as of April 8, 2026.

(3)	Assumes the sale of all shares being offered pursuant to this prospectus, including the (i) 519,210 shares of our common stock which we may sell and issue to Tumim from time to time pursuant to the Purchase Agreement, and (ii) 437,012 shares of common stock issuable upon exercise of the Commitment Pre-Funded Warrant.

(4)	The business address of Tumim is 2 Wooster Street, 2nd Floor, New York, New York 10013. Tumim’s principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, which is the sole member of Tumim, and has sole voting control and investment discretion over securities beneficially owned directly by Tumim and indirectly by 3i Management, LLC and 3i, LP. 3i Management, LLC is also the manager of Tumim. We have been advised that none of Mr. Tarlow, 3i Management, LLC, 3i, LP, or Tumim is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Tarlow as to beneficial ownership of the securities beneficially owned directly by Tumim and indirectly by 3i Management, LLC and 3i, LP.

(5)	Consists of 437,012 shares of common stock issuable upon the exercise of the Commitment Pre-Funded Warrant, issued to Tumim on February 6, 2026 as commitment warrants in connection with the Purchase Agreement, which was exercisable immediately upon issuance.

PLAN OF DISTRIBUTION

The ~~Selling Stockholder, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling~~ shares of common stock oroffered ~~interests~~by inthis ~~shares of common~~prospectus ~~stock~~are ~~received~~being ~~after~~offered ~~the~~by ~~date of this prospectus from~~ the Selling Stockholder. asThe ashares ~~gift,~~may ~~pledge,~~be ~~partnership~~sold ~~distribution~~ or ~~other~~distributed ~~transfer, may,~~ from time to time, ~~sell,~~by ~~transfer~~the orSelling ~~otherwise~~Stockholder ~~dispose~~directly to ofone ~~any~~ or ~~all~~more ofpurchasers ~~their~~or ~~shares~~through ofbrokers, ~~common~~dealers, ~~stock~~ or ~~interests~~underwriters inwho ~~shares~~may ofact ~~common stock~~solely onas ~~any~~agents ~~stock~~at ~~exchange,~~ market orprices ~~trading~~prevailing ~~facility~~at ~~on which~~ the time ~~shares~~of ~~are~~sale, ~~traded~~at orprices inrelated ~~private~~to ~~transactions.~~the ~~These~~prevailing ~~dispositions may~~market beprices, at ~~fixed~~negotiated prices, or at ~~prevailing~~fixed ~~market~~ prices, atwhich ~~the~~may ~~time~~be ofchanged. The sale, of atthe ~~prices~~shares ~~related~~of toour ~~the~~common ~~prevailing~~stock ~~market~~offered ~~price,~~by atthis ~~varying prices~~prospectus ~~determined~~could atbe ~~the~~effected ~~time~~in ofone ~~sale,~~ or atmore ~~negotiated~~of ~~prices.~~the following methods:

~~The~~· ~~Selling~~ordinary ~~Stockholder~~brokers’ ~~may~~transactions; ~~use~~· ~~any~~transactions ~~one~~involving cross or ~~more of~~block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the ~~following~~market” ~~methods~~into ~~when~~an ~~disposing~~existing ofmarket ~~shares~~for the common stock; · in other ways not involving market makers or ~~interests~~established ~~therein:~~business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.

·In ~~ordinary~~order ~~brokerage~~to ~~transactions~~comply ~~and~~with ~~transactions in which~~ the ~~broker-dealer~~securities ~~solicits~~laws ~~purchasers;~~of certain ·states, ~~block~~if ~~trades~~applicable, ~~in which~~ the ~~broker-dealer will attempt to sell the~~ shares asmay ~~agent,~~be ~~but~~sold ~~may~~only ~~position~~through ~~and~~registered ~~resell~~or alicensed ~~portion~~brokers ofor ~~the~~dealers. ~~block~~In asaddition, ~~principal~~in tocertain states, ~~facilitate~~ the ~~transaction;~~shares ·may ~~purchases~~not bybe asold ~~broker-dealer~~unless asthey ~~principal~~have ~~and~~been ~~resale~~registered byor ~~the~~qualified ~~broker-dealer~~ for ~~its~~sale ~~account; · an exchange distribution~~ in ~~accordance with~~ the ~~rules~~state ofor ~~the~~an ~~applicable~~exemption ~~exchange;~~from ~~· privately negotiated transactions; · short sales effected after~~ the ~~date the~~ state’s registration ~~statement~~or ofqualification ~~which~~requirement ~~this Prospectus~~ is aavailable part is declared effective by the Commission; · through the writing or settlement of options, forward sales or other hedging transactions, whether through an options exchange or otherwise; · broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; and ·complied ~~a combination of any such methods of sale~~with.

The Selling Stockholder ~~may,~~is ~~from~~an ~~time~~“underwriter” within tothe ~~time, pledge~~meaning orof ~~grant~~Section 2(a)(11) ~~security~~of ~~interest~~the inSecurities ~~some~~Act orin ~~all~~connection ofwith the resale shares of our common stock ~~owned~~under bythis ~~them~~prospectus. The ~~and,~~Selling ifStockholder ~~they~~has ~~default~~informed inus ~~the~~that ~~performance of~~it ~~their~~intends ~~secured~~to ~~obligations,~~use ~~the~~one ~~pledgees~~ or ~~secured~~more ~~parties~~registered ~~may~~broker-dealers ~~offer~~or ~~and~~agents ~~sell~~to ~~the~~effectuate ~~shares~~all ~~of common stock~~sales, if ~~from time to time~~any, ~~under this~~of ~~prospectus,~~our orcommon ~~under~~stock anthat ~~amendment~~it tohas ~~this~~acquired ~~prospectus~~and ~~under~~may ~~Rule~~in ~~424(b)(3)~~the orfuture ~~other~~acquire ~~applicable~~from ~~provision~~us ofpursuant to the ~~Securities~~Purchase ~~Act,~~Agreement. ~~amending~~Such sales ~~the~~will ~~list~~be ofmade ~~selling~~at ~~stockholders~~prices toand ~~include~~at ~~the~~terms ~~pledgee,~~then ~~transferee~~prevailing or ~~other~~at ~~successors~~prices inrelated ~~interest~~to asthe ~~Selling~~then ~~Stockholder~~current ~~under~~market ~~this prospectus~~price. ~~The~~Each ~~Selling~~such ~~Stockholder~~registered ~~also~~broker-dealer or agent may ~~transfer~~be deemed an “underwriter” within the ~~shares~~meaning of ~~common~~Section 2(a)(11) ~~stock~~of inthe ~~other~~Securities ~~circumstances,~~Act. inThe ~~which~~Selling ~~case~~Stockholder has ~~the~~informed ~~transferees, pledgees~~us orthat ~~other~~each ~~successors~~such inbroker-dealer ~~interest~~or agent will bereceive ~~the~~commissions ~~Selling~~from ~~Stockholder~~it ~~for~~that ~~purposes~~will ofnot ~~this~~exceed ~~prospectus~~customary brokerage commissions.

InBrokers, ~~connection~~dealers, ~~with~~underwriters or agents participating in the ~~sale~~distribution of the shares of our common stock or ~~interests~~offered ~~therein,~~by ~~the~~this ~~Selling~~prospectus ~~Stockholder~~ may ~~enter~~receive ~~into~~compensation ~~hedging~~in ~~transactions~~the ~~with~~form ~~broker-dealers~~of ~~or other financial institutions~~commissions, ~~which~~discounts, ~~may~~or inconcessions ~~turn~~from ~~engage~~the inpurchasers, ~~short~~for ~~sales~~whom of the ~~common~~broker-dealers ~~stock~~may inact ~~the~~as ~~course~~agent, of ~~hedging~~ the ~~positions~~shares ~~they~~sold ~~assume.~~by ~~The~~the Selling Stockholder ~~may~~through ~~also~~this ~~sell~~prospectus. ~~shares~~The ofcompensation ~~our~~paid ~~common~~to ~~stock~~any ~~short~~such ~~and~~particular ~~deliver~~broker-dealer ~~these~~by ~~securities~~any tosuch ~~close~~purchasers ~~out~~of ~~their~~shares ~~short~~of ~~positions,~~our ~~or loan or pledge the~~ common stock sold toby ~~broker-dealers~~the ~~that~~selling instockholder ~~turn~~ may ~~sell~~be ~~these~~less ~~securities.~~than ~~The~~or ~~Selling~~in ~~Stockholder~~excess ~~may~~of ~~also~~customary ~~enter~~commissions. ~~into~~Neither ~~option~~we ornor ~~other~~the ~~transactions with~~selling ~~broker-dealers~~stockholder orcan ~~other~~presently estimate ~~financial institutions or~~ the ~~creation~~amount of ~~one~~compensation orthat ~~more~~any ~~derivative~~agent ~~securities~~will ~~which~~receive ~~require~~from ~~the~~any ~~delivery~~purchasers ~~to such broker-dealer or other financial institution~~ of shares ~~offered~~of byour ~~this~~common ~~prospectus,~~stock ~~which~~sold ~~shares~~by ~~such~~the ~~broker-dealer or other financial~~Selling ~~institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction)~~Stockholder.

We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

~~The~~We ~~aggregate~~may ~~proceeds~~from time to ~~the~~time ~~Selling~~file ~~Stockholder from~~with the ~~sale~~Commission one ofor ~~the~~more ~~common~~supplements ~~stock~~to ~~offered~~this byprospectus ~~them~~or ~~will~~amendments beto the ~~purchase~~registration ~~price~~statement of ~~the~~which ~~common~~this ~~stock~~prospectus ~~less~~forms ~~discounts~~a part to amend, supplement or ~~commissions~~update information contained in this prospectus, including, if ~~any. Each~~and ofwhen required under the ~~Selling~~Securities ~~Stockholder~~Act, ~~reserves~~to ~~the~~disclose ~~right~~certain information relating to ~~accept~~a ~~and,~~particular ~~together~~sale ~~with~~of ~~their~~shares ~~agents~~offered ~~from~~by ~~time~~this toprospectus ~~time,~~by tothe ~~reject~~Selling Stockholder, inincluding ~~whole~~the ornames of any inbrokers, ~~part~~dealers, ~~any~~underwriters ~~proposed~~or ~~purchase~~agents participating in the distribution of ~~common~~such ~~stock~~shares toby bethe ~~made~~Selling ~~directly~~Stockholder, orany ~~through~~compensation paid ~~agents.~~by Wethe ~~will~~Selling ~~not~~Stockholder ~~receive~~to any ofsuch ~~the~~brokers, ~~proceeds~~dealers, ~~from~~underwriters ~~this offering~~or agents, and any other required information.

~~The~~We ~~Selling~~will ~~Stockholder~~pay ~~also~~the ~~may~~expenses ~~resell~~incident ~~all~~to orthe registration aunder ~~portion~~the Securities Act of the offer and sale of the shares inof ~~open~~our ~~market~~common ~~transactions~~stock incovered ~~reliance~~by ~~upon~~this ~~Rule~~prospectus ~~144~~by ~~under~~the Selling Stockholder, and have agreed to reimburse the ~~Securities~~Selling ~~Act~~Stockholder for the fees and disbursements of ~~1933,~~its ~~provided~~counsel ~~that~~incurred ~~they~~in ~~meet~~connection therewith. As consideration for its irrevocable commitment to purchase our common stock under the ~~criteria~~Purchase Agreement, we have agreed to pay Tumim a commitment fee equal to $375,000, which is payable, at our election, in cash or shares of our common stock and ~~conform~~pre-funded warrants. We also have agreed to reimburse the ~~requirements~~Selling Stockholder for the fees and disbursements of ~~that~~its ~~rule~~counsel, payable upon execution of the Purchase Agreement.

~~The~~We also have agreed to indemnify the Selling Stockholder and ~~any~~certain ~~underwriters, broker-dealers~~other orpersons ~~agents~~against ~~that~~certain ~~participate~~liabilities in connection with the ~~sale~~offering of ~~the~~shares of our common stock oroffered ~~interests~~hereby, ~~therein~~including liabilities ~~may~~arising beunder ~~“underwriters” within~~ the ~~meaning~~Securities ofAct ~~Section~~or, ~~2(a)(11)~~if ofsuch ~~the~~indemnity ~~Securities~~is ~~Act.~~unavailable, ~~Any~~to ~~discounts,~~contribute ~~commissions,~~amounts ~~concessions~~required orto ~~profit~~be ~~they~~paid ~~earn~~in onrespect of ~~any~~such ~~resale~~liabilities. ofThe ~~the shares~~Selling ~~may~~Stockholder behas ~~underwriting~~agreed ~~discounts~~to ~~and~~indemnify ~~commissions~~us against liabilities under the Securities Act. that may arise from certain written information furnished to us by the Selling Stockholder ~~who~~specifically ~~are~~for ~~“underwriters”~~use in this prospectus or, if such indemnity is ~~within~~unavailable, ~~the~~to ~~meaning~~contribute ofamounts ~~Section~~required ~~2(a)(11)~~to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act ~~will~~may be ~~subject~~permitted to ~~the~~our ~~prospectus~~directors, ~~delivery~~officers, ~~requirements~~and controlling persons, we have been advised that in the opinion of the Commission this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

ToWe ~~the~~estimate ~~extent~~that ~~required,~~ the ~~shares~~total ofexpenses ~~our~~for ~~common stock to be sold,~~ the ~~names of the Selling Stockholder, the respective purchase prices and public~~ offering ~~prices, the names of any agents,~~ ~~dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer~~ will be ~~set~~approximately ~~forth in an accompanying prospectus supplement or~~$272, ~~if appropriate, a post-effective amendment to the registration statement that includes this prospectus~~630.74.

InThe ~~order~~Selling Stockholder has represented to ~~comply~~us that ~~with~~at ~~the~~no ~~securities~~time ~~laws~~prior to the date of ~~some~~ ~~states,~~the ifPurchase ~~applicable,~~Agreement has the ~~common~~Selling ~~stock~~Stockholder ~~may~~or beits ~~sold~~agents, representatives or affiliates engaged in ~~these~~or ~~jurisdictions~~effected, ~~only~~in ~~through~~any ~~registered~~manner whatsoever, directly or ~~licensed~~indirectly, ~~brokers~~any orshort ~~dealers. In~~sale ~~addition,~~(as such term is defined in ~~some~~Rule ~~states~~200 of Regulation SHO of the Exchange Act) of our common stock ~~may~~or ~~not~~any behedging ~~sold~~transaction, ~~unless~~which itestablishes a net short position with respect to our common stock. The Selling Stockholder has ~~been~~agreed ~~registered~~that orduring ~~qualified~~the ~~for~~term ~~sale~~of orthe anPurchase ~~exemption~~Agreement, ~~from~~neither the Selling Stockholder , nor any of ~~registration~~its agents, representatives or ~~qualification~~affiliates ~~requirements~~will isenter ~~available~~into ~~and~~or iseffect, ~~complied~~directly ~~with~~or indirectly, any of the foregoing transactions.

We have advised the Selling Stockholder that ~~the~~it ~~anti-manipulation~~is ~~rules~~required ofto comply with Regulation M promulgated under the Exchange Act. ~~may~~With ~~apply~~certain toexceptions, ~~sales~~Regulation ofM ~~shares~~precludes in the ~~market and to the activities of the~~ Selling Stockholder, ~~and~~any ~~its~~affiliated ~~affiliates. In addition~~purchasers, toand ~~the~~any ~~extent~~broker-dealer ~~applicable,~~or weother ~~will~~person ~~make~~who ~~copies~~participates ofin ~~this~~the ~~prospectus~~distribution ~~(as~~from itbidding ~~may~~for ~~be supplemented~~or purchasing, or ~~amended~~attempting ~~from~~to ~~time~~induce any person to ~~time)~~bid ~~available~~for toor ~~the~~purchase ~~Selling~~any ~~Stockholder~~security ~~for~~which is the ~~purpose~~subject of ~~satisfying~~ the ~~prospectus~~distribution ~~delivery~~until ~~requirements~~the ofentire ~~the~~distribution ~~Securities~~is ~~Act~~complete. ~~The~~Regulation ~~Selling~~M ~~Stockholder~~also ~~may~~prohibits ~~indemnify~~ any ~~broker-dealer~~bids ~~that~~or ~~participates~~purchases made in ~~transactions~~order ~~involving~~to stabilize the ~~sale~~price of a security in connection with the ~~shares~~distribution ~~against~~of ~~certain~~that ~~liabilities,~~security. ~~including~~All ~~liabilities~~of ~~arising~~the ~~under~~foregoing may affect the ~~Securities~~marketability ~~Act~~of the securities offered by this prospectus.

WeThis ~~have~~offering ~~agreed~~will ~~with~~terminate on the ~~selling~~date ~~stockholders to~~that ~~keep~~all ~~the~~shares ~~registration statement~~ of ~~which~~our ~~this~~common ~~prospectus~~stock ~~constitutes~~offered ~~a part effective until the earlier of (1) such time as all of the shares covered~~ by this prospectus have been ~~disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be~~ sold ~~without~~by ~~restriction pursuant to Rule 144 of~~ the ~~Securities~~Selling ~~Act~~Stockholder.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “TIVC.”

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Snell & Wilmer L.L.P., San Diego, California.

EXPERTS

Rosenberg Rich Baker Berman, P.A., the Company’s independent registered public accounting firm, has audited the Company’s financial statements at December 31, ~~2024~~2025 and ~~2023~~2024, and for the years then ended, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern ), which is incorporated herein by reference. Such ~~financial~~ financial statements are incorporated herein by reference in reliance on Rosenberg Rich Baker Berman, P.A.’s report, given on the ~~authority~~ authority of such firm as experts in accounting and auditing.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company. Nor was any such person connected with our company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission allows us to “incorporate by reference” information from other documents that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission will automatically update and supersede information contained in documents filed earlier with the Commission or contained in this prospectus and the registration statement of which this prospectus is a part.

We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the Commission:

	·	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 21, 2025;
	·	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 15, 2025;

	·	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 30, 2026;
	·	Our Current Reports on Form 8-K or Form 8-K/A, as applicable, filed on January 20, 2026, February 9, 2026, February 23, 2026, March 4, 2026, March 11, 2026, March 13, 2026, March 20, 2026, and March 25, 2026; and

	·	The description of our common stock contained in our registration statement on Form 8-A (File No. 001-41052), filed with the Commission under Section 12(b) of the Exchange Act on November 10, 2021, including any amendments or reports filed for the purpose of updating such description, and Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2022.

· Our Current Reports on Form 8-K filed on January 3, 2025, February 5, 2025, February 12, 2025, February 24, 2025, March 5, 2025, March 6, 2025, March 21, 2025, April 3, 2025, April 10, 2025, April 14, 2025, April 22, 2025, May 2, 2025, May 14, 2025 , and May 20, 2025; and

· The description of our common stock contained in our registration statement on Form 8-A (File No. 001-41052), filed with the Commission under Section 12(b) of the Exchange Act on November 10, 2021, including any amendments or reports filed for the purpose of updating such description, and Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2022.

We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to the termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the Commission that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to:

Tivic Health Systems, Inc.

Attention: Corporate Secretary

~~47685~~1305 ~~Lakeview Blvd~~E. Houston Street, Building 1, Suite 311

~~Fremont~~San Antonio, ~~California~~Texas ~~94538~~ 78205

You may also access these documents, free of charge, on the Commission’s website at www.sec.gov or on our website at https://ir.tivichealth.com/. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus or the registration statement of which this prospectus is a part.

In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

You should rely only on information contained in, or incorporated by reference into, this prospectus and the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference into this prospectus. The Selling Stockholder is not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by the Selling Stockholder hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the securities offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. The Commission also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the website is www.sec.gov.

We are subject to the periodic reporting requirements of the Exchange Act, and we file periodic reports, proxy statements and other information with the Commission. These periodic reports, proxy statements and other information are available on the website of the Commission referred to above. We also maintain a website at www.tivichealth.com. You may access these materials at our corporate website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. Information contained on our corporate website is not a part of this prospectus and the inclusion of our corporate website address in this prospectus is an inactive textual reference only.

1920

~~8,438,949~~ Shares of Common Stock

PRELIMINARY PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. All of the amounts shown are estimates, except for the Securities and Exchange Commission (the “Commission”) registration fee.

	Amount to be Paid
SEC Registration Fee	$	5,206.77
Commission Registration Fee	$	130.74
Legal fees and expenses		~~125~~250,000.00
Accounting fees and expenses		107,~~000~~500.00
Miscellaneous fees and expenses		15,000.00
Total	$	~~150~~272,~~206~~630.7774

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation, as amended (our “Charter”), and amended and restated bylaws, as amended (our “Bylaws”) that limit or eliminate the personal liability of our directors ~~for~~ for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

· any breach of the director’s duty of loyalty to us or our stockholders; · any act or omission not in good faith or that involves intentional misconduct or a knowing violation of laws; · any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or · any transaction from which the director derived an improper personal benefit.

· any act or omission not in good faith or that involves intentional misconduct or a knowing violation of laws;

· any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

· any transaction from which the director derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our Charter authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the Delaware General Corporation Law, our Bylaws will provide that:

· we may indemnify our directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

· we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

· the rights provided in our Bylaws are not exclusive.

II-1

As permitted by Section 145 of the Delaware General Corporation Law, our Bylaws will provide that:

	·	we may indemnify our directors, officers, and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

	·	we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

	·	the rights provided in our Bylaws are not exclusive.

Our Charter provides that we will indemnify each person who was or is a party, or is or was threatened to be made a party, to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our Charter provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

The above discussion of our Charter, Bylaws and Delaware law is not intended to be exhaustive and is respectively qualified in its entirety by such Charter, Bylaws and applicable Delaware law.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain standard policies of insurance that provide coverage for certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

To the extent that our directors and officers are indemnified under the provisions contained in our Charter, Bylaws, Delaware law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

II-2

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

All share and per share data from the period prior to August 23, 2023 included in this Item 15 has been retrospectively adjusted to reflect the 1-for-100 reverse stock split of our issued and outstanding common stock, which was effected on August 23, 2023, and all share and per share date from the period prior to March 7, 2025 included in this Item 15 has been retrospectively adjusted to reflect the 1-for-17 reverse stock split of our issued and outstanding common stock, which was effected on March 7, 2025.

Warrants

On July 11, 2023, we issued warrants to purchase an aggregate of 765 shares of our common stock to a placement agent as partial consideration for services provided to the Company in connection with the registered public offering that closed on the same day. The warrants have a term of five years from the commencement of sales under the offering, are exercisable commencing six months from closing, and have an exercise price of $112.20 per share of common stock.

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On July 19, 2023, we issued warrants to purchase an aggregate of 1,206 shares of our common stock to a placement agent as partial consideration for services provided to the Company in connection with the registered public offering that closed on the same day. The warrants have a term of five years from the commencement of sales under the offering, are exercisable commencing six months from closing, and have an exercise price of $81.60 per share of common stock.

On August 9, 2023, we issued warrants to purchase an aggregate of 781 shares of our common stock to a placement agent as partial consideration for services provided to the Company in connection with the registered public offering that closed on the same day. The warrants have a term of five years from the commencement of sales under the offering, are exercisable commencing six months from closing, and have an exercise price of $83.64 per share of common stock.

Exclusive License Agreement – Statera

On February 11, 2025, we entered into an Exclusive License Agreement (the “Statera License Agreement”) with Statera Biopharma, Inc. (“Statera”), pursuant to which we acquired a worldwide license to Entolimod as it relates to the acute radiation syndrome and an option to acquire additional licenses to certain other indications for Entolimod. As consideration for the licensed rights, we (i) paid Statera $300,000 in cash and (ii) issued Statera an aggregate of (x) 945,785 shares of common stock and (y) 359.6691 shares of our Series A Non-Voting Convertible Preferred Stock (“Series A Preferred”), for an aggregate price of approximately $1.2 million. We also entered into a securities purchase agreement with Statera on the same date in connection with the issuance of such shares.

On ~~February~~March 1831, 2025, we ~~issued~~exercised ~~35,295~~our ~~restricted~~right ~~stock units (~~under the ~~“Inducement~~Statera ~~Grant”)~~License Agreement to ~~Michael~~acquire ~~Handley~~the asexclusive anworldwide ~~inducement~~license ~~material~~ to ~~his~~the ~~entering into~~neutropenia ~~employment~~indication ~~with~~for usEntolimod. ~~The~~In ~~restricted~~connection ~~stock~~therewith, and ~~units~~pursuant ~~shall~~to ~~vest~~the asterms ~~follows:~~of ~~25%~~a ~~upon~~purchase ~~the~~agreement ~~first~~and ~~anniversary~~a ofsecurities ~~the~~purchase ~~grant~~agreement ~~date~~entered into with Statera and ~~the~~Avenue ~~remaining~~Venture Opportunities ~~75%~~Fund, inL.P. ~~equal~~(“Avenue”) ~~quarterly~~on ~~installments~~March ~~over~~31, ~~the~~2025 ~~three~~in ~~years~~connection ~~thereafter.~~therewith, ~~The~~we ~~Inducement~~issued ~~Grant~~to ~~was~~Statera ~~granted~~and ~~outside~~Avenue an aggregate of (i) 55,704 shares of our ~~amended~~common stock and ~~restated 2021~~(ii) ~~Equity~~131.1267 ~~Incentive~~shares ~~Plan~~of inSeries ~~reliance~~A onPreferred ~~the~~as ~~employment~~consideration ~~inducement~~for ~~exemption~~a ~~provided~~milestone payment under the ~~Nasdaq~~terms ~~Listing~~of the ~~Rule~~Statera ~~5635(c)(4)~~License Agreement.

OnRestricted ~~March 18, 2025, we entered into an equity purchase~~Stock agreement (the “Mast Hill Purchase Agreement”) with Mast Hill Fund, L.P. (“Mast Hill”), pursuant to which we will have the right, but not the obligation, to sell to Mast Hill, and Mast Hill will have the obligation to purchase from us, up to $25 million shares of our common stock from time to time during the term of the Mast Hill Purchase Agreement, subject to certain conditions precedent and limitations. The purchase price for shares that Mast Hill may purchase under the Mast Hill Purchase Agreement will be equal to 95% of the lowest VWAP of our common stock on the Principal Market (as defined in the Mast Hill Purchase Agreement) on any trading day during the pricing period, and the pricing period for each sale of the shares will be the 5 trading days immediately after receipt of the shares by Mast Hill, subject to adjustment as provided in the Mast Hill Purchase Agreement. As consideration for Mast Hill’s commitment to purchase shares under the Purchase Agreement, we issued Mast Hill 29,800 restricted shares of common stock (the “Commitment Shares”) on March 18, 2025. Craft Capital Management LLC (“Craft”) acted as the Company’s placement agent in connection with this transaction. As compensation for such services, we will pay Craft a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the Purchase Agreement. To date, other than the Commitment Shares, we have not sold or issued any shares to Mast Hill under the Mast Hill Purchase Agreement.Grants

On ~~March~~February 3118, 2025, we ~~exercised~~issued ~~our~~35,295 ~~right~~restricted ~~under the~~stock ~~Statera~~units ~~License~~(the ~~Agreement~~“Inducement Grant”) to ~~acquire~~Michael ~~the~~Handley ~~exclusive~~as ~~worldwide~~an ~~license~~inducement material to ~~the~~his ~~neutropenia~~entering into ~~indication~~employment ~~for~~with ~~Entolimod~~us. InThe ~~connection~~restricted ~~therewith, and~~stock ~~pursuant~~units toshall ~~the~~vest ~~terms~~as offollows: ~~the~~25% ~~Purchase~~upon ~~Agreement~~the ~~and~~first aanniversary ~~securities~~of ~~purchase~~the ~~agreement~~grant ~~entered~~date ~~into with Statera~~ and ~~Avenue~~the ~~Venture Opportunities~~remaining ~~Fund,~~75% ~~L.P.~~in ~~(“Avenue”)~~equal onquarterly ~~March~~installments ~~31,~~over ~~2025~~the inthree ~~connection~~years ~~therewith,~~thereafter. weThe ~~issued~~Inducement toGrant ~~Statera~~was ~~and~~granted ~~Avenue~~outside anof ~~aggregate~~our of2017 ~~(i)~~Equity ~~55,704~~Incentive ~~shares~~Plan of(the ~~our~~“2017 ~~common~~Plan”) ~~stock~~ and ~~(ii)~~the ~~131.1267~~A&R ~~shares~~2021 ofPlan ~~Series~~in Areliance ~~Preferred~~on asthe ~~consideration~~employment ~~for~~inducement aexemption ~~milestone~~provided ~~payment~~ under the ~~terms of~~Nasdaq ~~the~~Listing ~~License~~Rule ~~Agreement~~5635(c)(4).

~~On April 29~~Additionally, in December 2025, weas ~~entered into~~ a ~~securities purchase~~material ~~agreement~~inducement ~~(the “Helena Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (“Helena”), pursuant~~ to ~~which, subject to~~ the ~~condition~~hiring ~~set forth therein, we shall sell to Helena, and Helena shall purchase from us, up to 8,400 shares~~ of ~~our~~an ~~Series~~aggregate ~~B Non-Voting Convertible Preferred Stock (“Series B Preferred”) and warrants to purchase shares~~ of ~~our common~~45 ~~stock~~new ~~for~~employees ~~a total purchase price of up to $8,400,000 (the “Preferred Offering”)~~ in aconnection ~~series~~with ofour upacquisition ~~to six separate tranche closings (each, a “Tranche Closing”). Subject to satisfaction~~ of the ~~applicable~~Scorpius ~~closing conditions set forth in the Helena Purchase Agreement~~assets, we ~~shall~~agreed ~~sell~~to ~~and~~grant ~~issue~~such ~~Helena~~employees upoptions to purchase an aggregate of 854,~~400~~000 shares of ~~Series~~our Bcommon ~~Preferred~~stock, aswhich ~~follows:~~options ~~(i)~~have ~~700~~an ~~shares~~exercise price of ~~Series B Preferred, for~~ $~~700~~2.33,~~000,~~ inexpire ~~the~~ten ~~initial~~years ~~Tranche~~from ~~Closing, which shall be consummated upon effectiveness of~~ the ~~registration statement~~date ~~required to be filed in connection with the transaction; (ii) 700 shares~~ of ~~Series B Preferred~~grant, ~~for~~and ~~$700,000,~~25% inof ~~the second Tranche Closing,~~ which ~~shall~~vest beupon ~~consummated 10 trading days after~~ the ~~initial~~first ~~Tranche~~anniversary ~~Closing; (iii) 1,750 shares~~ of ~~Series B Preferred, for $1,750,000, in~~ the ~~third~~grant ~~Tranche~~date ~~Closing,~~and ~~which shall be consummated 20 trading days after~~ the ~~second Tranche Closing; (iv) 1,750~~remaining ~~shares~~75% of ~~Series~~which Bwill ~~Preferred,~~vest ~~for $1,750,000,~~ in ~~the~~equal ~~fourth~~quarterly ~~Tranche~~installments ~~Closing,~~over ~~which shall be consummated 20 trading days after~~ the ~~third Tranche~~three ~~Closing;~~years ~~(v) 1~~thereafter,~~750~~ ~~shares~~subject ofto ~~Series~~continuous Bservice. ~~Preferred,~~The ~~for~~foregoing ~~$1,750,000,~~option grants inwere ~~the~~granted ~~fifth~~outside ~~Tranche~~of ~~Closing, which shall be consummated 20 trading days after~~ the ~~fourth~~2017 ~~Tranche~~Plan ~~Closing;~~ and ~~(vi)~~the ~~1,750~~A&R ~~shares~~2021 ofPlan ~~Series~~in Breliance ~~Preferred,~~on ~~for $1,750,000, in~~ the ~~final~~employment ~~Tranche~~inducement ~~Closing,~~exemption ~~which shall~~provided ~~be consummated 20 trading days after~~ under the ~~fifth~~Nasdaq ~~Tranche~~Listing ~~Closing~~Rule 5635(c)(4).

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InEquity ~~addition~~Line ~~to the shares~~ of ~~Series~~Credit B– ~~Preferred to~~Mast be sold and issued to Helena in the Preferred Offering, at each Tranche Closing we shall also issue Helena a warrant to purchase that number of shares of common stock equal to 30% of shares of common stock issuable upon conversion in full of the shares of Series B Preferred issued at the same Tranche Closing. Each warrant shall be immediately exercisable (subject to certain beneficial ownership limitations and receipt of stockholder approval, as required thereby), expire five years from the date of issuance, and have an initial exercise price equal to the average closing price of our common stock during the prior five trading days preceding each Tranche Closing (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in the Warrant). In the event that warrants issued to Helena in a subsequent Tranche Closing have a lower exercise price than those warrants held by Helena as of such later Tranche Closing, immediately after the Tranche Closing the exercise price of all outstanding warrants held by Helena shall automatically be reduced to equal such lower exercise price of the warrants issued in such Tranche Closing. Craft acted as placement agent to the Company in connection with the Helena Offering, and as consideration for services rendered by Craft, we shall pay Craft a cash fee equal to eight percent of any such funds received by us from Helena pursuant to the Helena Purchase Agreement. To date, we have not issued any shares of Series B Preferred or warrants to Helena under the Helena Purchase Agreement.Hill

On March 18, 2025, we entered into an equity purchase agreement (the “Mast Hill Purchase Agreement”) with Mast Hill Fund, L.P. (“Mast Hill”), pursuant to which we will have the right, but not the obligation, to sell to Mast Hill, and Mast Hill will have the obligation to purchase from us, up to $25 million shares of our common stock from time to time during the term of the Mast Hill Purchase Agreement, subject to certain conditions precedent and limitations. The purchase price for shares that Mast Hill may purchase under the Mast Hill Purchase Agreement will be equal to 95% of the lowest VWAP of our common stock on the Principal Market (as defined in the Mast Hill Purchase Agreement) on any trading day during the pricing period, and the pricing period for each sale of the shares will be the 5 trading days immediately after receipt of the shares by Mast Hill, subject to adjustment as provided in the Mast Hill Purchase Agreement. As consideration for Mast Hill’s commitment to purchase shares under the Purchase Agreement, we issued Mast Hill 29,800 restricted shares of common stock (the “Mast Hill Commitment Shares”) on March 18, 2025. Craft Capital Management LLC (“Craft”) acted as the Company’s placement agent in connection with this transaction. As compensation for such services, we paid Craft a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the Purchase Agreement. To date, in addition to the Mast Hill Commitment Shares, we issued 235,792 shares to Mast Hill under the Mast Hill Purchase Agreement. On December 9, 2025, the Company notified Mast Hill of its election to terminate the Equity Purchase Agreement for convenience. As a result, the Equity Purchase Agreement terminated on December 9, 2025.

Preferred Stock and Note Financings

On April 29, 2025, we entered into a securities purchase agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (“Helena”), pursuant to which, subject to the conditions set forth therein, we agreed to sell to Helena, and Helena agreed to purchase from us, up to 8,400 shares of our Series B Non-Voting Convertible Preferred Stock (“Series B Preferred”) and warrants to purchase shares of our common stock for a total purchase price of up to $8,400,000 (the “Series B Preferred Offering”) in a series of up to six separate tranche closings (each, a “Series B Tranche Closing”). As of December 9, 2025, we had completed four of the six tranche closings contemplated by the Helena Purchase Agreement. On December 9, 2025, Helena assigned the Helena Purchase Agreement, including all of its rights and obligations thereunder, to 3i, LP (“3i”), and 3i purchased all of the outstanding shares of Series B Preferred from Helena. In addition, on December 9, 2025, the Company and 3i entered into the Amendment to Securities Purchase Agreement (the “Series B Amendment” and together with the Helena Purchase Agreement, the “Series B Preferred Purchase Agreement”), which provided, among other things, that the Board shall take all necessary action to lower the applicable Series B Floor Price (as defined below) to $0.39 per share from $1.294 per share. As amended, the Series B Preferred Purchase Agreement provides that the purchase of shares of Series B Preferred thereunder shall be conducted through six separate Series B Tranche Closings, pursuant to which, subject to satisfaction of the applicable closing conditions set forth in the Series B Preferred Purchase Agreement, we shall sell and issue 3i up to an aggregate of 8,400 shares of Series B Preferred as follows: (i) 700 shares of Series B Preferred, for $700,000, in the initial Series B Tranche Closing, which shall be consummated upon effectiveness of the registration statement required to be filed in connection with the transaction; (ii) 700 shares of Series B Preferred, for $700,000, in the second Series B Tranche Closing, which shall be consummated 10 trading days after the initial Series B Tranche Closing; (iii) 1,750 shares of Series B Preferred, for $1,750,000, in the third Series B Tranche Closing, which shall be consummated 20 trading days after the second Series B Tranche Closing; (iv) 1,750 shares of Series B Preferred, for $1,750,000, in the fourth Series B Tranche Closing, which shall be consummated 20 trading days after the third Series B Tranche Closing; (v) the fifth Series B Tranche Closing will be consummated on the third trading day following delivery by 3i of a Purchaser Closing Notice (as defined below) to the Company with respect to such Tranche; and (vi) the final Series B Tranche Closing will be consummated on the third trading day following delivery by 3i of a Purchaser Closing Notice to the Company with respect to such Tranche. “Purchaser Closing Notice” means a written notice delivered to the Company by 3i indicating the applicable Series B Tranche Closing Date (as defined below), together with the number of Preferred Shares and Warrants and the Tranche Purchase Price for the applicable Tranche. The date on which a Series B Tranche Closing occurs is referred to herein as a “Series B Tranche Closing Date.”

In addition to the shares of Series B Preferred to be sold and issued to 3i in the Series B Preferred Offering, at each Series B Tranche Closing we shall also issue 3i a warrant to purchase that number of shares of common stock equal to 30% of shares of common stock issuable upon conversion in full of the shares of Series B Preferred issued at the same Series B Tranche Closing. Each warrant shall be immediately exercisable (subject to certain beneficial ownership limitations and receipt of stockholder approval, as required thereby), expire five years from the date of issuance, and have an initial exercise price equal to the average closing price of our common stock during the prior five trading days preceding each Series B Tranche Closing (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in the Warrant). In the event that warrants issued to 3i in a subsequent Series B Tranche Closing have a lower exercise price than those warrants held by 3i as of such later Series B Tranche Closing, immediately after the Tranche Closing the exercise price of all outstanding warrants held by 3i shall automatically be reduced to equal such lower exercise price of the warrants issued in such Series B Tranche Closing. Craft acted as placement agent to the Company in connection with the Series B Preferred Offering, and as consideration for services rendered by Craft, we shall pay Craft a cash fee equal to eight percent of any such funds received by us from 3i pursuant to the Series B Preferred Purchase Agreement. To date, we have not issued any shares of Series B Preferred or warrants to 3i under the Series B Preferred Purchase Agreement.

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On December 9, 2025, we entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with 3i, pursuant to which we agreed to issue, in a private placement, upon the satisfaction of certain conditions specified in the Note Purchase Agreement, a senior secured convertible note (the “Note”) in the principal amount of $16,253,147.10 and a warrant (the “Note Offering Warrant”) to purchase up to an aggregate of 4,553,213 shares of our common stock to 3i for an aggregate purchase price of $16,253,147.10 (the “Note Offering”). The Note is convertible in part or in whole, at the option of the holder, at any time, into such number of shares of our common stock equal to the sum of the principal amount of the Note, plus all accrued and unpaid interest, plus any Make-Whole Amount (as defined in the Note), plus any unpaid late charges (the “Holder Conversion Amount”) at a conversion price equal to $2.2310 (the “Conversion Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and subject to an Exchange Cap and other limitations; provided, however, that if at any time while the Note is outstanding, we sell or grant any options to purchase or sells or issues shares of our common stock or common stock equivalents at a price below the Conversion Price then in effect (such lower price, the “Base Conversion Price”), then the Conversion Price shall be lowered to such Base Conversion Price. Notwithstanding the foregoing, subject to the terms of the Note, at any time after the effective date of a registration statement covering the shares of common stock issuable upon conversion of the Note (the “Note Conversion Shares”) and shares of common stock issuable upon exercise of the Note Offering Warrants (the “Note Offering Warrant Shares”), the holder shall be entitled to convert all or any portion of the unpaid Holder Conversion Amount not exceeding $750,000 (or a higher amount mutually agreed upon by the Company and the holder) per calendar month into Conversion Shares at a conversion price equal to 97% of the lowest VWAP of the shares of our common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the conversion date, provided that the Alternative Conversion Price may not be below $0.39 (the “Note Floor Price”). If the Alternative Conversion Price is below the Note Floor Price, then in addition to the issuance of the Note Conversion Shares, we shall pay the holder cash as a true-up in accordance with the Note. All conversions are subject to certain beneficial ownership limitations, as set forth in the Note. The Note Offering Warrant shall be immediately exercisable (subject to certain beneficial ownership limitations and stockholder approval of the waiver of the Exchange Cap), expire five years from the date of issuance, and have an exercise price equal to $2.2310 (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in the Note Offering Warrant). The Note Offering Warrant provides for cashless exercise under certain circumstances. All exercises are subject to certain beneficial ownership limitations, as set forth in the Note Offering Warrant.

On December 9, 2025, we entered into a Securities Purchase Agreement (the “Series C Preferred Purchase Agreement”) with certain institutional investors (collectively, the “Series C Preferred Offering Investors”), pursuant to which, subject to the conditions set forth therein, we agreed to sell to the Series C Preferred Offering Investors, and the Series C Preferred Offering Investors agreed to purchase from us, up to 75,000 shares of our newly designated Series C Non-Voting Convertible Preferred Stock (“Series C Preferred Stock”) and warrants to purchase shares of our common stock for a total purchase price of up to $75,000,000 (the “Series C Preferred Offering”) in several tranche closings (each, a “Series C Tranche Closing”).

The Series C Preferred Purchase Agreement provides that the Series C Preferred Offering shall be conducted through a series of separate Series C Tranche Closings pursuant to which, subject to satisfaction of the applicable closing conditions set forth in the Series C Preferred Purchase Agreement, the Company shall sell and issue the Series C Preferred Offering Investors up to an aggregate of 75,000 shares of Series C Preferred Stock, at a price of $1,000 per share, as follows: (i) 12,000 shares of Series C Preferred Stock, for $12,000,000 in gross proceeds to the Company, in the initial Series C Tranche Closing, which was consummated on December 10, 2025; (ii) 6,000 shares of Series C Preferred Stock, for $6,000,000 in gross proceeds to the Company, in the second Series C Tranche Closing, which shall be consummated three business days after the Second Tranche Closing Conditions (as defined below) have been satisfied or waived; and (iii) up to an aggregate of 57,000 shares of Series C Preferred Stock, for an aggregate of up to $57,000,000 in a series of subsequent Series C Tranche Closings (each a “Subsequent Tranche Closing,” and together the “Subsequent Tranche Closings”), which shall be consummated when the Subsequent Tranche Closing Conditions (as defined in the Preferred Purchase Agreement) have been satisfied or waived, including but not limited to that the aggregate stated value of the Series C Preferred Stock outstanding does not exceed $3,000,000 and certain additional volume and price conditions are met.

The Tumim Transaction

On February 6, 2026, we entered into a common stock purchase agreement (the “Purchase Agreement”) with Tumim Stone Capital, LLC (“Tumim”), pursuant to which we will have the right, but not the obligation, to sell to Tumim, and Tumim will have the obligation to purchase from us, up to the lesser of: (a) $50,000,000 of newly issued shares of our common stock, and (b) the Exchange Cap (as defined below), from time to time, at our sole discretion (each such sale, a “VWAP Purchase”) by delivering an irrevocable written notice to the Investor (each such notice, a “VWAP Purchase Notice”), during the term of the Purchase Agreement, subject to certain conditions precedent and limitations.

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The shares of common stock purchased pursuant to a VWAP Purchase (the “Tumim Shares”) will be purchased at the VWAP Purchase Price (as defined in the Purchase Agreement), which will be determined pursuant to a formula set forth in the Purchase Agreement. If the Company elects to use a one-trading-day valuation period in the VWAP Purchase Notice (the “One-Day Valuation Period”), the VWAP Purchase Price under the Purchase Agreement will be equal to 97% of the volume-weighted average price (“VWAP”) of our common stock on the one trading day during such One-Day Valuation Period, subject to adjustment as provided in the Purchase Agreement, following receipt of the Tumim Shares by the Investor. If the Company elects to use a One-Day Valuation Period to determine the VWAP Purchase Price in the VWAP Purchase Notice, such VWAP Purchase Notice shall direct the Investor to purchase Tumim Shares in an amount not to exceed the lesser of (i) 15% of the daily trading volume of the common stock on the VWAP Purchase Exercise Date (as defined in the Purchase Agreement), or (ii) the quotient (rounded to the nearest whole number) obtained by dividing (x) $1,000,000 by (y) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period). If the Company elects to use a three-trading-day valuation period in the VWAP Purchase Notice (the “Three-Day Valuation Period”), the VWAP Purchase Price under the Purchase Agreement will be equal to 95% of the lowest daily VWAP of our common stock on any trading day during such Three-Day Valuation Period, subject to adjustment as provided in the Purchase Agreement, following receipt of the Tumim Shares by Tumim. If the Company elects to use a Three-Day Valuation Period to determine the VWAP Purchase Price in the VWAP Purchase Notice, such VWAP Purchase Notice shall direct Tumim to purchase Tumim Shares in an amount not to exceed the lesser of (i) 40% of the daily trading volume of the common stock on the VWAP Purchase Exercise Date, or (ii) the quotient (rounded to the nearest whole number) obtained by dividing (x) $2,500,000 by (y) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period.

As consideration for Tumim’s commitment to purchase shares under the Purchase Agreement, we issued the Commitment Pre-Funded Warrant. To date, we have not issued or sold any shares to Tumim under the Purchase Agreement.

Applicable Exemptions

Except as otherwise indicated above, no underwriters were used in the foregoing transactions, and no underwriting discounts or commissions were paid for the transactions described in this item. All sales of securities described in this item were exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act, and/or Rule 701, Regulation D or Regulation S promulgated under the Securities Act. All of the foregoing securities, including the shares of our common stock issuable upon exercise of warrants and conversion of preferred stock, are, or will be the extent that they have not yet been issued, deemed restricted securities for purposes of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

The registrant has filed the exhibits listed on the accompanying Exhibit Index of this registration statement.

(b) Financial Statement Schedules.

All financial statement schedules are omitted ~~because~~ because the information called for is not required or is shown either in the financial statements, or in the notes thereto, provided in the Annual Report on Form 10-K for the ~~documents~~ fiscal year ended December 31, 2025, incorporated herein by reference.

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ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~Commission~~SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no ~~more~~ more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the ~~effective~~ effective registration statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that subparagraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and;

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit number	Exhibit description	Incorporated by Reference (Form Type)	Filing Date	Filed herewith
1.1	Form of Equity Distribution Agreement, by and between Tivic Health Systems, Inc. and Maxim Group LLC, dated September 13, 2024.	8-K	9/13/2024
3.1	Amended and Restated Certificate of Incorporation, dated November 12, 2021.	8-K	11/15/2021
3.2	Amended and Restated Bylaws, dated November 12, 2021.	8-K	11/15/2021
3.3	Certificate of Amendment to the Amended and Restated Bylaws of the Company, dated July 5, 2023.	8-K	7/6/2023
3.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed August 21, 2023 (effective August 23, 2023).	8-K	8/22/2023
3.5	Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated February 10, 2025.	10-Q	5/15/2025
3.6	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed March 4, 2025 (effective March 7, 2025).	8-K	3/5/2025
3.7	Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated April 29, 2025.	10-Q	5/15/2025
4.1	Specimen Stock Certificate.	S-1/A	9/9/2021
4.2	Form of Representative’s Warrant (IPO).	S-1/A	9/9/2021
4.3	Warrant to Purchase Common Stock issued to Hannover International, Inc., dated July 1, 2021.	S-1/A	10/29/2021
4.4	Description of Securities.	10-K	3/31/2022
4.5	Form of Representative’s Warrant (February 2023 offering).	8-K	2/13/2023
4.6	Placement Agent Warrant, dated July 11, 2023.	8-K	7/11/2023
4.7	Placement Agent Warrant, dated July 19, 2023.	8-K	7/19/2023
4.8	Placement Agent Warrant, dated August 9, 2023.	8-K	8/9/2023
4.9	Form of Series A Warrant, dated May 13, 2024.	8-K	5/13/2024

II-6

4.10	Form of Series B Warrant, dated May 13, 2024.	8-K	5/13/2024
4.11	Placement Agent Warrant, dated May 13, 2024.	8-K	5/13/2024
4.12	Warrant Agency Agreement, dated May 13, 2024, by and between Tivic Health Systems, Inc. and Equiniti Trust Company, LLC.	8-K	5/13/2024
4.13	Form of Warrant (Helena Global Investment Opportunities 1 Ltd.).	8-K	5/2/2025
5.1	Opinion of Snell & Wilmer L.L.P.			X
10.1(a)#	2017 Equity Incentive Plan, as amended, dated April 13, 2017.	S-1	8/3/2021
10.1(b)#	Form Agreements under 2017 Equity Incentive Plan.	S-1	8/3/2021
10.2(a)#	2021 Equity Incentive Plan, dated August 7, 2021.	S-1/A	9/9/2021
10.2(b)#	Form Agreements under 2021 Equity Incentive Plan.	S-1/A	9/9/2021
10.3#	Form of Restricted Stock Purchase Agreement.	S-1/A	9/9/2021
10.4#	Form of Indemnification Agreement for directors and officers.	S-1/A	9/9/2021
10.5†	Letter Agreement, between Tivic Health Systems, Inc. and Future Electronics Corp., dated April 6, 2020.	S-1/A	9/9/2021
10.6†	Form of United States Special Product Agreement for Bonded Inventory, between Tivic Health Systems, Inc. and Future Electronics Corp.	S-1/A	9/9/2021
10.7#	Executive Offer Letter, between Tivic Health Systems, Inc. and Jennifer Ernst, dated July 31, 2021.	S-1/A	9/9/2021
10.8	Sublease Agreement, between the Company and Czarnowski Display Services, Inc., dated November 17, 2021.	10-K	3/31/2022
10.9#	Executive Offer Letter, between Tivic Health Systems, Inc. and Veronica Cai, dated April 1, 2022.	8-K	4/5/2022
10.10#	Executive Offer Letter, between Tivic Health Systems, Inc. and Ryan Sabia, dated April 1, 2022.	8-K	4/5/2022
10.11†	Manufacturing Agreement, between Tivic Health Systems, Inc. and Microart Services, Inc., dated October 21, 2022.	8-K	10/25/2022
10.12†	Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated November 25, 2022.	8-K	12/1/2022
10.13	Form of Securities Purchase Agreement, dated July 10, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	7/11/2023

II-7

10.14	Form of Securities Purchase Agreement, dated July 14, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	7/19/2023
10.15	Form of Securities Purchase Agreement, dated August 6, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	8/9/2023
10.16	Amendment #1 to Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated March 5, 2024.	10-K	3/25/2024
10.17	Form of Securities Purchase Agreement, dated May 9, 2024, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	5/13/2024
10.18†	Collaboration and Research Support Agreement, dated May 17, 2024, by and between Tivic Health Systems, Inc. and The Feinstein Institutes for Medical Research.	8-K	5/22/2024
10.19	Sublease Termination Agreement, dated May 21, 2024, by and between Tivic Health Systems, Inc. and Czarnowski Display Service, Inc.	8-K	5/30/2024
10.20#	Tivic Health System, Inc. Amended and Restated 2021 Equity Incentive Plan, dated August 9, 2024.	8-K	8/13/2024
10.21†	Exclusive License Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc.	8-K	2/12/2025
10.22	Securities Purchase Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc.	8-K	2/12/2025
10.23#	Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Michael Handley, dated February 18, 2025.	8-K	2/24/2025
10.24	Equity Purchase Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025.	8-K	3/21/2025
10.25	Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025.	8-K	3/21/2025
10.26	Securities Purchase Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.	8-K	5/2/2025
10.27	Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.	8-K	5/2/2025

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

10.28†	Statement of Work, by and between Tivic Health Systems, Inc. and Scorpius BioManufacturing, Inc., dated May 9, 2025.	10-Q	5/15/2025
23.1	Consent of Rosenberg Rich Baker Berman, P.A.			X
23.2	Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page to the Registration Statement).			X
107	Filing Fee Table.			X

EXHIBIT INDEX

# Indicates management contract or compensatory plan.

		Incorporated	Filing	Filed Herewith
		by Reference	Date
Exhibit Number	Exhibit Description	(Form Type)

1.1	Form of Equity Distribution Agreement, by and between Tivic Health Systems, Inc. and Maxim Group LLC, dated September 13, 2024.	8-K	9/13/2024

2.1	Asset Purchase Agreement and Secured Bill of Sale, by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.	8-K	12/11/2025

3.1	Amended and Restated Certificate of Incorporation, dated November 12, 2021.	8-K	11/15/2021

3.2	Amended and Restated Bylaws, dated November 12, 2021.	8-K	11/15/2021

3.3	Certificate of Amendment to the Amended and Restated Bylaws of the Company, dated July 5, 2023.	8-K	7/6/2023

3.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed August 21, 2023 (effective August 23, 2023).	8-K	8/22/2023

3.5	Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated February 10, 2025.	8-K	2/12/2025

3.6	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tivic Health Systems, Inc., filed March 4, 2025 (effective March 7, 2025).	8-K	3/5/2025

3.7	Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated April 29, 2025.	8-K	5/2/2025

3.8	Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of Tivic Health Systems, Inc., dated December 9, 2025.	8-K	12/11/2025

4.1	Specimen Stock Certificate.	S-1/A	9/9/2021

4.2	Form of Representative’s Warrant (IPO).	S-1/A	9/9/2021

4.3	Warrant to Purchase Common Stock issued to Hannover International, Inc., dated July 1, 2021.	S-1/A	10/29/2021

4.4	Description of Securities.	10-K	3/31/2022

† Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon its request.

II-9

4.5	Form of Representative’s Warrant (February 2023 offering).	8-K	2/13/2023

4.6	Placement Agent Warrant, dated July 11, 2023.	8-K	7/11/2023

4.7	Placement Agent Warrant, dated July 19, 2023.	8-K	7/19/2023

4.8	Placement Agent Warrant, dated August 9, 2023.	8-K	8/9/2023

4.9	Form of Series A Warrant, dated May 13, 2024.	8-K	5/13/2024

4.1	Form of Series B Warrant, dated May 13, 2024.	8-K	5/13/2024

4.11	Placement Agent Warrant, dated May 13, 2024.	8-K	5/13/2024

4.12	Warrant Agency Agreement, dated May 13, 2024, by and between Tivic Health Systems, Inc. and Equiniti Trust Company, LLC.	8-K	5/13/2024

4.13	Form of Warrant (Helena Global Investment Opportunities 1 Ltd.).	8-K	5/2/2025

4.14	Form of Placement Agent Warrant (Craft Capital Management LLC).	S-1/A	7/25/2025

4.15	Form of Common Stock Purchase Warrant (Note Offering).	8-K	12/11/2025

4.16	Form of Common Stock Purchase Warrant (Preferred Offering).	8-K	12/11/2025

4.17	Form of Pre-Funded Warrant.	8-K	2/9/2026

5.1	Opinion of Snell & Wilmer L.L.P.			X

10.1(a)#	2017 Equity Incentive Plan, as amended, dated April 13, 2017.	S-1	8/3/2021

10.1(b)#	Form Agreements under 2017 Equity Incentive Plan.	S-1	8/3/2021

10.2(a)#	Tivic Health Systems, Inc. Amended and Restated 2021 Equity Incentive Plan, dated August 9, 2024.	8-K	8/13/2024

10.2(b)#	First Amendment to Tivic Health Systems, Inc. Amended and Restated 2021 Equity Incentive Plan, dated June 30, 2025.	8-K	7/7/2025

10.2(c)#	Form Agreements under 2021 Equity Incentive Plan.	S-1/A	9/9/2021

10.3#	Form of Restricted Stock Purchase Agreement.	S-1/A	9/9/2021

10.4#	Form of Indemnification Agreement for directors and officers.	S-1/A	9/9/2021

II-10

10.5†	Letter Agreement, between Tivic Health Systems, Inc. and Future Electronics Corp., dated April 6, 2020.	S-1/A	9/9/2021

10.6†	Form of United States Special Product Agreement for Bonded Inventory, between Tivic Health Systems, Inc. and Future Electronics Corp.	S-1/A	9/9/2021

10.7†	Manufacturing Agreement, between Tivic Health Systems, Inc. and Microart Services, Inc., dated October 21, 2022.	8-K	10/25/2022

10.8†	Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated November 25, 2022.	8-K	12/1/2022

10.9	Form of Securities Purchase Agreement, dated July 10, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	7/11/2023

10.1	Form of Securities Purchase Agreement, dated July 14, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	7/11/2023

10.11	Form of Securities Purchase Agreement, dated August 6, 2023, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	8/9/2023

10.12	Amendment #1 to Fulfillment Services Agreement, between Tivic Health Systems, Inc. and ALOM Technologies Corporation, dated March 5, 2024.	10-K	3/25/2024

10.13	Form of Securities Purchase Agreement, dated May 9, 2024, by and between Tivic Health Systems, Inc. and the investors party thereto.	8-K	5/13/2024

10.14†	Collaboration and Research Support Agreement, dated May 17, 2024, by and between Tivic Health Systems, Inc. and The Feinstein Institutes for Medical Research.	8-K	5/22/2024

10.15†	Exclusive License Agreement, dated February 11, 2025, by and between the Tivic Health Systems, Inc. and Statera Biopharma, Inc.	8-K	2/12/2025

10.16	Amended and Restated Exclusive License Agreement, by and between Tivic Health Systems, Inc. and Statera Biopharma, Inc., dated June 18, 2025.	8-K/A	6/25/2025

10.17	Securities Purchase Agreement, dated February 11, 2025, by and between Tivic Health Systems, Inc. and Statera Biopharma, Inc.	8-K	2/12/2025

10.18#	Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Michael Handley, dated February 18, 2025.	8-K	2/24/2025

10.19	Equity Purchase Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 18, 2025.	8-K	3/21/2025

10.2	Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Mast Hill Fund, L.P., dated March 21, 2025.	8-K	3/21/2025

II-11

10.21	Securities Purchase Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.	8-K	5/2/2025

10.22	Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Helena Global Investment Opportunities 1 Ltd., dated April 29, 2025.	8-K	5/2/2025

10.23†	Statement of Work, by and between Tivic Health Systems, Inc. and Scorpius BioManufacturing, Inc., dated May 9, 2025.	10-Q	5/15/2025

10.24#	Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Lisa Wolf, dated July 7, 2025.	8-K	7/7/2025

10.25#	Executive Employment Agreement, by and between Tivic Health Systems, Inc. and Jennifer Ernst, dated October 8, 2025.	8-K	10/15/2025

10.26	Securities Purchase Agreement (Note Offering), by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.	8-K	12/11/2025

10.27	Senior Secured Convertible Note, by and between Tivic Health Systems, Inc. and 3i, LP, dated December 10, 2025.	8-K	12/11/2025

10.28	Security Agreement, by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.	8-K	12/11/2025

10.29	Registration Rights Agreement (Note Offering), by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.	8-K	12/11/2025

10.3	Form of Securities Purchase Agreement (Preferred Offering), by and between Tivic Health Systems, Inc. and certain institutional investors, dated December 9, 2025.	8-K	12/11/2025

10.31	Form of Registration Rights Agreement (Preferred Offering), by and between Tivic Health Systems, Inc. and certain institutional investors, dated December 9, 2025.	8-K	12/11/2025

10.32	Amendment to Securities Purchase Agreement, by and between Tivic Health Systems, Inc. and 3i, LP, dated December 9, 2025.	8-K	12/11/2025

10.33	Common Stock Purchase Agreement, by and between Tivic Health Systems, Inc. and Tumim Stone Capital, LLC, dated February 6, 2026.	8-K	2/9/2026

II-12

10.34	Registration Rights Agreement, by and between Tivic Health Systems, Inc. and Tumim Stone Capital, LLC, dated February 6, 2026.	8-K	2/9/2026

10.35#	Separation Agreement by and between Tivic Health Systems, Inc. and Jennifer Ernst, dated March 3, 2026.	8-K	3/4/2026

10.36	Building Lease Agreement by and between Velocity Bioworks, Inc. and TPB Merchants Ice LLC, signed March 13, 2026.	8-K	3/13/2026
10.37	Lease by and between Velocity Bioworks, Inc. and Merchants Ice II, LLC, signed March 9, 2026.	8-K	3/13/2026

10.38	Sublease by and among Velocity Bioworks, Inc., Texas Research and Technology Foundation, and TPB Merchants Ice LLC, signed March 13, 2026.	8-K	3/13/2026

23.1	Consent of Rosenberg Rich Baker Berman, P.A.			X

23.2	Consent of Snell & Wilmer LLP (included in Exhibit 5.1).			X

24.1	Power of Attorney (included on signature page to the Registration Statement).			X

107	Filing Fee Table.			X

# Indicates management contract or compensatory plan.

† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Fremont~~San Antonio, State of ~~California~~Texas, on ~~June~~April 613, ~~2025~~2026.

TIVIC HEALTH SYSTEMS, INC. By: /s/ ~~Jennifer~~Michael ~~Ernst~~K. ~~Jennifer~~Handley ~~Ernst~~Michael K. Handley Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints ~~Jennifer~~Michael ~~Ernst~~K. Handley and Lisa Wolf, and each of them, as their true ~~and~~ and lawful attorneys-in-fact and agent with full power of substitution, for each of them in any and all capacities, to sign any and all ~~amendments~~ amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments ~~thereto~~ thereto filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power ~~and~~ and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for ~~all~~ all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Jennifer Ernst	Chief Executive Officer and Director	June 6, 2025
/s/ Michael K. Handley	Chief Executive Officer and Director	April 13, 2026
Jennifer Ernst	(Principal Executive Officer)
Michael K. Handley	(Principal Executive Officer)
/s/ Lisa Wolf	~~Interim~~ Chief Financial Officer	~~June~~April 613, ~~2025~~2026
Lisa Wolf	(Principal Financial and Accounting Officer)
/s/ Sheryle Bolton	Chair of the Board of Directors	~~June~~April 613, ~~2025~~2026
Sheryle Bolton
/s/ Christina Valauri	Director	~~June~~April 613, ~~2025~~2026
Christina Valauri
/s/ Dean Zikria	Director	~~June~~April 613, ~~2025~~2026
Dean Zikria

II-1014

Filing Compare · Tivic Health Systems, Inc.