Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed in that Current Report on Form 8-K filed by Tivic Health Systems, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on September 13, 2024, on September 13, 2024, the Company entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Maxim Group LLC ("Maxim"), pursuant to which the Company may offer and sell shares of its common stock, having aggregate sales price of up to $10,000,000 (subject to certain limitations set forth in the Equity Distribution Agreement), from time to time, to or through Maxim, acting as sales agent and/or principal. The shares of Company common stock will be sold pursuant to the Company's effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-269494), filed with the Commission on February 1, 2023, and declared effective by the Commission on February 8, 2023, including the base prospectus contained therein, as supplemented by those prospectus supplements dated September 13, 2024 and April 14, 2025 (the "Prospectus Supplements") and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In accordance with the terms of the Equity Distribution Agreement, under the Prospectus Supplements, the Company may offer and sell shares of its common stock (the "Shares") having an aggregate offering price of up to $1,767,913, from time to time, to or through Maxim, which is the Company's current "baby shelf" limitation under General Instruction I.B.6. of Form S-3.

A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the Shares to be sold under the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.