株探米国株
日本語 英語
エドガーで原本を確認する
false000178774000017877402023-03-312023-03-31

 

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 31, 2023

 

 

Tivic Health Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41052

81-4016391

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

25821 Industrial Blvd.,

Suite 100

 

Hayward, California

 

94545

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

TIVC

 

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

 

 


Item 2.02 Results of Operations and Financial Condition.

The information provided below in “Item 7.01 - Regulation FD Disclosure” of this Current Report on Form 8-K (this "Current Report") is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

On March 31, 2023, Tivic Health Systems, Inc. (the “Company”) issued a press release regarding the Company’s financial results for its fiscal year ended December 31, 2022. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

In addition, on March 31, 2023, the Compnay began using a new corporate presentation. A copy of that corporate presentation is furnished as Exhibit 99.2 hereto and incorporated herein by reference. A copy of the presentation is also available on the Company’s website located at https://tivichealth.com/investor/.

 

The information set forth under Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Forward-Looking Statements

 

This Current Report, including Exhibits 99.1 and 99.2 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

 

Forward-looking statements in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

Exhibit
No.

 

Description

 

 

99.1

 

Press Release, dated March 31, 2023.

99.2

 

Corporate Presentation, dated March 2023.

104

 

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 


 

 


SIGNATURES

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

 

 

 

TIVIC HEALTH SYSTEMS, INC.

 

 

 

 

Date:

March 31, 2023

By:

/s/ Veronica Cai

 

 

 

Name: Veronica Cai
Title: Chief Financial Officer

 


EX-99 2 tivc-ex99_1.htm EX-99.1 EX-99

 

Exhibit 99.1

 

img553027_0.jpg 

 

Tivic Health Reports Fiscal Year 2022 Financial Results

 

SAN FRANCISCO – (Business Wire) – March 31, 2022 – Tivic Health® Systems, Inc. (“Tivic Health”, Nasdaq: TIVC), a commercial-phase health technology company that develops and commercializes bioelectronic medicine, today announced its financial results for the year ending December 31, 2022.

 

Year over Year Highlights

46% growth in revenue
114% growth in direct to consumer channels
9X improvement in gross margin

 

Jennifer Ernst, CEO of Tivic Health, commented, “We executed our 2022 strategy of increasing our direct-to-consumer sales, reducing the overall manufacturing costs of ClearUP, and seeding our product pipeline. However, supply chain shortages, market volatility and economic uncertainty left us, along with others, with challenges to overcome. With the changes we are making to improve product economics and streamline operations, as well as partnerships under development, I believe that Tivic is positioned to manage the challenges and deliver growth in 2023.”

 

Comparison of the Years Ended December 31, 2022 and 2021

 

Revenue

 

Revenue (net of return reserve) increased $583 thousand (46%) to $1.8 million for the year ended December 31, 2022 from $1.3 million for the year ended December 31, 2021, primarily attributable to increased unit sales of 22% and a moderate price increase late in the third quarter.
 
Direct-to-consumer product revenue increased $871 thousand (114%) to $1.6 million for the year ended December 31, 2022 from $764 thousand for the year ended December 31, 2021, primarily attributable to increased unit sales (104%) and average selling price increase (6%) over the prior year.

 

Reseller channel product revenue decreased $194 thousand (32%) to $416 thousand for the year ended December 31, 2022 from $610 thousand for the year ended December 31, 2021, primarily attributable to decreased unit sales of 43%, offset by increased average selling price of 19%. The decrease in unit sales and the increase in average selling price were due to the termination of less profitable reseller channels in 2022.

 

 

 


 

Cost of Sales

 

Cost of sales for the year ended December 31, 2022 was $1.5 million compared to $1.3 million for the year ended December 31, 2021, an increase of $246 thousand, or 19%. The increase was primarily attributable to the 22% increase in overall unit sales.
 
Variable cost of goods sold was $1.3 million, or $87.04 per unit, for the year ended December 31, 2022, as compared to $1.0 million, or $82.46 per unit, for the year ended December 31, 2021. The increase in variable costs of goods sold was primarily due to dramatic price increases in several electronic components, during the summer of 2022, due to the global supply chain shortage phenomenon.
Fixed cost of goods sold decreased to $203 thousand for the year ended December 31, 2022, as compared to $256 thousand for the year ended December 31, 2021, primarily due to lower indirect overhead costs as the Company refined its production management process.
 
Gross profit for the year ended December 31, 2022 was $299 thousand compared to a gross loss of $38 thousand for the year ended December 31, 2021.

 

Research and Development Expenses

 

Research and development expenses increased by $852 thousand to $1.7 million for the year ended December 31, 2022 from $878 thousand for the year ended December 31, 2021. The emphasis of research and development activities in 2022 was primarily related to product research and design in the migraine therapeutic area, initiation of a double-blind randomized controlled trial for post-operative pain relief following sinus surgery, and enhancement of our intellectual property protection. Activities in 2021 were primarily focused on seeking FDA approval for a second indication for our ClearUP product line.

 

Sales and Marketing Expenses

 

Sales and marketing expenses increased to $2.8 million for the year ended December 31, 2022, compared to $1.8 million for the year ended December 31, 2021. The increase is primarily related to the expansion of sales and marketing efforts, including (i) expanding advertising platforms, (ii) upgrading and optimizing ecommerce infrastructure, online/website design, and (iii) other marketing initiatives.

 

General and Administrative Expenses

 

General and administrative expenses increased to $5.9 million for the year ended December 31, 2022, compared to $2.9 million for the year ended December 31, 2021, primarily due to increases in D&O insurance, professional fees, salaries and regulatory and filing fees that are required for public companies and legal and professional fees associated with the attempted acquisition of Reliefband Technologies.

 

As of December 31, 2022, we had cash and cash equivalents of $3.5 million, with no debt on the balance sheet.

 


 

 

Conference Call: Update

 

Management will host a pre-recorded conference call and webcast on Friday, March 31, 2023 at 1:30 PM PT / 4:30 PM ET to discuss the Company’s year-end financial results and provide a business update.

 

The conference call will be available via telephone by dialing toll-free 888-506-0062 for local callers; or 973-528-0011 for international callers; using Participant Access Code: 990339 to access the call.

 

The conference call will also be available via Webcast link: https://www.webcaster4.com/Webcast/Page/2865/47805

 

An audio replay of the call will be available from the “Recent Press” page on the Tivic Health website at https://tivichealth.com/investor/.

 

About Tivic Health

Tivic Health Systems, Inc. is a commercial-phase health technology company delivering non-invasive bioelectronic treatments that provide consumers with a choice in the treatment of inflammation and related conditions. For more information visit https://tivichealth.com @TivicHealth.

 

Forward-Looking Statements

This press release may contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Tivic Health Systems, Inc.’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: market, economic and other conditions; supply chain constraints; macroeconomic factors, including inflation; the company’s ability to raise additional capital on favorable terms; changes in regulatory requirements; and unexpected costs, charges or expenses that reduce Tivic’s capital resources. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Tivic’s actual results to differ from those contained in the forward-looking statements, see Tivic’s filings with the SEC, including, its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023, under the heading “Risk Factors”; as well as the company’s subsequent filings with the SEC. Forward-looking statements contained in this press release are made as of this date, and Tivic Health Systems, Inc. undertakes no duty to update such information except as required by applicable law.

 

Investor Contact:
Hanover International, Inc.
ir@tivichealth.com

 

 


 

Tivic Health Systems, Inc.

Balance Sheets

December 31, 2022 and 2021

(in thousands, except share and per share data)

 

 

 

December 31,
2022

 

 

December 31,
2021

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,517

 

 

$

12,975

 

Accounts receivable, net

 

 

88

 

 

 

92

 

Inventory, net

 

 

863

 

 

 

429

 

Deferred offering costs

 

 

584

 

 

 

 

Prepaid expenses and other current assets

 

 

235

 

 

 

793

 

Total current assets

 

 

5,287

 

 

 

14,289

 

Property and equipment, net

 

 

12

 

 

 

11

 

Right-of-use assets, operating lease

 

 

523

 

 

 

687

 

Other assets

 

 

34

 

 

 

49

 

Total assets

 

$

5,856

 

 

$

15,036

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,323

 

 

$

789

 

Other accrued expenses

 

 

373

 

 

 

267

 

Operating lease liability, current

 

 

163

 

 

 

163

 

Total current liabilities

 

 

1,859

 

 

 

1,219

 

Operating lease liability

 

 

367

 

 

 

545

 

Total liabilities

 

 

2,226

 

 

 

1,764

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and 2021, respectively

 

 

 

 

 

 

Common stock, $0.0001 par value, 200,000,000 shares authorized; 9,677,734 and 9,715,234 shares issued and outstanding at December 31, 2022 and 2021, respectively

 

 

1

 

 

 

1

 

Additional paid in capital

 

 

33,271

 

 

 

32,817

 

Accumulated deficit

 

 

(29,642

)

 

 

(19,546

)

Total stockholders’ equity

 

 

3,630

 

 

 

13,272

 

Total liabilities and stockholders’ equity

 

$

5,856

 

 

$

15,036

 

 

 


 

Tivic Health Systems, Inc.

Statements of Operations

Years Ended December 31, 2022 and 2021

(in thousands, except share and per share data)

 

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Revenue

 

$

1,840

 

 

$

1,257

 

Cost of sales

 

 

1,541

 

 

 

1,295

 

Gross profit (loss)

 

 

299

 

 

 

(38

)

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

1,730

 

 

 

878

 

Sales and marketing

 

 

2,792

 

 

 

1,787

 

General and administrative

 

 

5,875

 

 

 

2,930

 

Total operating expenses

 

 

10,397

 

 

 

5,595

 

Loss from operations

 

 

(10,098

)

 

 

(5,633

)

Other income (expense):

 

 

 

 

 

 

Interest income (expense)

 

 

2

 

 

 

(1,823

)

Change in fair value of derivative liabilities

 

 

 

 

 

436

 

Loss on extinguishment of debt

 

 

 

 

 

(1,636

)

Other income (expense)

 

 

 

 

 

162

 

Total other income (expense)

 

 

2

 

 

 

(2,861

)

Net loss

 

$

(10,096

)

 

$

(8,494

)

Net loss per share - basic and diluted

 

$

(1.04

)

 

$

(2.43

)

Weighted-average number of shares - basic and diluted

 

 

9,672,957

 

 

 

3,493,267

 

 

 


EX-99 3 tivc-ex99_2.htm EX-99.2

Slide 1

NASDAQ TIVC INVESTOR PRESENTATION 2022 SEPT Make text into real text. Use vector graphic for logo. 72? Or 150? The future of medicineis electronic. NASDAQ TIVC INVESTOR PRESENTATION 2023 March


Slide 2

This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. Statements regarding our future results of operations and financial position, economic performance, business strategy and plans and objectives of management for future operations, including, among others, statements regarding our expected growth, acquisition strategies, investments, and future capital expenditures are all forward looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “should,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “target,” “project,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. We caution you that any such forward-looking statements are not guarantees of future performance, and are subject to risks, assumptions and uncertainties that are difficult to predict and beyond our ability and control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Any differences could be caused by a number of factors, including but not limited to: our anticipated needs for working capital; our ability to secure additional financing; regulatory or legal developments in the United States and other countries; our expectation regarding timing, costs, conduct and development of our product candidates; supply chain constraints; and our efforts to expand our products and business. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. We cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to place undue reliance upon these statements. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, which could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy our securities.  FORWARD LOOKING STATEMENTS


Slide 3

Investment Highlights TIVIC HEALTH Commercial-stage company in high-growth, emerging market: Bioelectronic Medicine. Built with vision to become a market leader in clinically validated, non-invasive bioelectronic therapeutics.Projected to grow at 35% CAGR.1 FDA-approved, award-winning product in market for sinus pain & congestion.$8B2 market opportunity. Strong IP. Peer-reviewed publications. Partnerships with leading medical research facilities. Extensible platform with potential applications in migraine and other indications.High safety profile, low-risk, and broad application space. Experienced management team. Strong reputation and network in bioelectronic medicine. 2 FDA Clearances + CE Mark $8BE US Addressable Market2 114% year-over-year DTC revenue growth (1) IDTechEx Bioelectronic Medicine, 2019-2029 (2) Data from publicly available information (that has not been independently verified by the company) combined with company sponsored market research study of 600 people with recurring sinus conditions (conducted by consumer research firm, Research America).


Slide 4

THE BIG IDEA The body is an electrochemical system. Bioelectronic medicine restores healthby tuning body’s innate electrical signals. 4 Bioelectronic medicine represents a multi-billion-dollar opportunity and has the “potential to become a pillar of medical treatment.” Bioelectronics ‘jump-start the next wave of device therapeutics. – October 2019


Slide 5

IMPLANTS NON-INVASIVE Moving from Implants to Non-invasive BIOELECTRONICS TRAJECTORY 1960s Pacemakers 2010sSleep Apnea 1990sDeep Brain, Spinal Cord Bioelectronics historically implanted technology.  Tivic Health tunes signals non-invasively. Strong safety profiles, broader applicability, emerging as first-line therapeutics. 2020sNon-Invasive Bioelectronics $7.7B1 mkt cap private private


Slide 6

BIOELECTRONIC PLATFORM FOR Non-invasive Peripheral Nerve Stimulation Programmable Parameters Proprietary Algorithms Patented Form Factor produces varied biological responses for different diseases and conditions enables low-level electrical current to penetrate deeply through tissue detects optimal treatment zones, personalize therapeutic stimulation


Slide 7

COMMON PLATFORM, MULTIPLE OPPORTUNITIES Active Clinical Pipeline 7 NASDAQ: TIVC TIVICHEALTH.COM 600K US adults annually3 39M US adults: up to 1B globally4 * Investigational use only (1) Data from publicly available information (that has not been independently verified by the company) combined with company sponsored market research study of 600 people with recurring sinus conditions (conducted by consumer research firm, Research America). (2) Post-operative pain from Functional Endoscopic Sinus Surgery (FESS). (3) Bhattacharyya N. Ambulatory sinus and nasal surgery in the United States: demographics and perioperative outcomes. Laryngoscope. 2010 Mar (4) https://americanmigrainefoundation.org/resource-library/what-is-migraine/; Amiri P, Kazeminasab S, Nejadghaderi SA, Mohammadinasab R, Pourfathi H, Araj-Khodaei M, Sullman MJM, Kolahi AA, Safiri S. Migraine: A Review on Its History, Global Epidemiology, Risk Factors, and Comorbidities. Front Neurol. 2022 Feb 23


Slide 8

CLEARS CONGESTION, RELIEVES SINUS PAIN FDA-approved and CE-marked Proven in double-blind RCT @ Stanford Medical Center $169 MSRP $11.1B sinus, cold & allergy sector, dominated by pharmaceuticals1 90% of sinus sufferers want to reduce use of pharmaceuticals2 82% prefer ClearUP to current treatments3 Sinus Relief Available for purchase at: tivichealth.com Fast Acting No Drug Side Effects Clinically Proven Trigeminal Nerve Stimulation Patented Peer-Reviewed Publications ClearUP is indicated for use for temporary relief of sinus pain from allergic rhinitis (US FDA), for temporary relief of moderate to severe congestion (US FDA), and for temporary relief of sinus pain, pressure and congestion (CE Mark). (1) Data from Mintel Group Ltd. (2) Market research study of 600 people with recurring sinus conditions. Company sponsored research conducted by Research America. (3) Maul XA, Borchard NA, Hwang PH, Nayak JV. Microcurrent technology for rapid relief of sinus pain: a randomized, placebo‐controlled, double‐blinded clinical trial. Int Forum Allergy Rhinol. 2019;9:352–356. Pulsed, low-level current Guided treatment 5 minutes, 2x / day


Slide 9

Decongestants Antihistamines Not effective for congestion and pain Headache, sleepiness, fatigue, dry mouth, and sore throat Oral and intranasal Insomnia, nervousness, heart palpitations, headache, sweating, nausea, trembling, weakness, rebound Daily Saline Irrigation Most commonly recommended option for regular maintenance $706M US market2 Intranasal Steroids Burning, stinging, nose bleeds, headache, nausea, vomiting, diarrhea, sore throat, dizziness, cough $11.1B US Market in OTC Sinus Care Market1 MARKET LANDSCAPE (1) Data from Mintel Group Ltd. (2) USA Nasal Irrigation Devices Industry & Market Research Report 2021. Maia Research.


Slide 10

Dual Mechanisms of Action BASED ON SCIENCE OF NEUROMODULATION Trigeminal nerve mediates pain relief1 Sympathetic nerves induce vasoconstriction2-5 * References for footnotes 1-11 are on appendix slide 23. ClearUP has been proven effective in treating sinus and nasal inflammatory conditions. Other inflammatory conditions associated with nerve activity in the head and neck represent potential product candidates: migraines (39 million U.S., $1B est. globally) 6 pain and swelling from facial and sinus surgeries (600,000 functional endoscopic surgeries annually, U.S.)7 temporomandibular joint disorder (31 million U.S.)8 tinnitus (50 million U.S.)9 trigeminal neuralgia (150,000 U.S., rare severe condition)10 ear infections (50% of children)11 More than a sinus treatment


Slide 11

Maul XA, Borchard NA, Hwang PH, Nayak JV. Microcurrent technology for rapid relief of sinus pain: a randomized, placebo‐controlled, double‐blinded clinical trial. Int Forum Allergy Rhinol. 2019;9:352–356. Fast-acting Double-blind, randomized, sham-controlled trial examined acute response. Reduction in pain and congestion, 10-minutes after first use. #p = 0.007; *p = 0.008; two-tailed unpaired t-test comparing Sham vs. ClearUP RESULTS PUBLISHED IN CLINICAL: PEER-REVIEWED PUBLICATION Runner-Up Best Clinical Manuscript Effective for 74% of users 10 minutes after use Clinically meaningful reduction in pain and congestion 10 minutes after use.


Slide 12

Goldsobel, A.B., Prabhakar, N. & Gurfein, B.T. Prospective trial examining safety and efficacy of microcurrent stimulation for the treatment of sinus pain and congestion. Bioelectron Med 5, 18 (2019) doi:10.1186/s42234-019-0035-x #p < 0.01; *p < 0.0001; two-tailed paired t-test comparing pre-treatment vs. post-treatment Continued improvement with regular use CLINICAL: PEER-REVIEWED PUBLICATION 4-week open-label study showed continued reduction in pain and congestion with daily use; also showed durable effect, relief present at 6 hours after treatment. Continued week-over-week reduction in symptoms ▼43.3% Reduction in Pain ▼44.3% Reduction in Congestion RESULTS PUBLISHED IN Effective for 88% of users after 4 weeksof use


Slide 13

K182025 CE 704687 DEN200006 ISSUED PATENTS96 issued claims 5 PATENTS PENDING 21 STRONG INTELLECTUAL PROPERTY THREE REGULATORY CLEARANCES PEER-REVIEWED PUBLICATIONS Open-label 4-week study. Published: Bioelectronic Medicine Double-blind, sham-controlled, randomized trial. Published: International Forum of Allergy & Rhinology ROBUST FOUNDATIONS


Slide 14

$11.1B1 Large Markets, Significant Growth Opportunity MARKET SIZE $8BE US TAM2 Allergy, Sinusitis, Cold & Flu, + OTC Sinus Care US Market (1) Data from Mintel Group Ltd. (2) Data from publicly available information (that has not been independently verified by the company) combined with company sponsored market research study of 600 people with recurring sinus conditions (conducted by consumer research firm, Research America). (3) IDTechEx Bioelectronic Medicine, 2019-2029 ClearUP is indicated for use for temporary relief of sinus pain from allergic rhinitis (US FDA), for temporary relief of moderate to severe congestion (US FDA), and for temporary relief of sinus pain, pressure and congestion (CE Mark). 35% Peripheral nerve stimulation market forecast to grow at CAGR.3


Slide 15

broad, existing CE Mark provides global clearance New Indicationsbreathing ease (US) Connected Device • Subscription app • New business models In-store Distribution Sinus Pain, Pressure Congestionfrom any cause (US) Device w/data augmentation HCP referrals Sinus Painfrom allergies (2019) Device Online Expanding The Growth Engine MARKET DEVELOPMENT Undiagnosed Migraine (usage frequency/relief, data on symptom & pharmaceutical use & health behaviors, reminders) Power Treaters Allergy Sufferers CPAPUsers /Snoring First Responder & Military cannot be medicated on-duty HighPerformance Athletes Chronic Sinusitis Natural Remedy Users BioHackers • Market • Indication • Channel 45M US Adults 200M US Adults International Expansion Congestionfrom any cause (2021) Accessories • Product Active Outdoor Enth. 45M US adults suffer sinus pain from allergies. 200M US adults suffer moderate to severe congestion. Data from publicly available information combined with company sponsored market research study of 600 people with recurring sinus conditions.


Slide 16

Structured Approach to Growth MARKET DEVELOPMENT Product development FDA clearance Market introduction Build credibility & traction Harden and grow ecommerce Expand target segments Extend ClearUP product line Build healthcareprofessional (HCP) engagement 2016 – 2021 2022 2023-2024 2024 – 2026+ New indications for existing product platform New product platforms Controlled international market entries Clinical research to expand product pipeline New manufacturing partnerships Built core operating & commercial team


Slide 17

Experienced, Execution-oriented Leadership LEADERSHIP TEAM Jennifer Ernst Chief Executive Officer, MBA Founded and built Tivic Health from founding to IPO in 5 years. Took prior company (Thin Film Electronics) from 8-person R&D team to $480MM market cap in < 5 years, as CEO of US subsidiary. Blake Gurfein Chief Scientific Officer, Ph.D. Neuroscientist, Asst. Prof. of Medicine, UCSF. Pfizer, EMD Serono. Named to 40 under 40, Silicon Valley Business Journal. Four prior neuromodulation products. Veronica Cai Chief Financial Officer, CPA 25 years broad-based public and private company finance and accounting leadership for high-growth medical and life science companies. Ryan Sabia Chief Operations Officer Global sales, marketing, and operations for omnichannel and ecommerce growth companies. Background in both health and consumer products. Sanjay Ahuja SVP, Quality & Regulatory Affairs Regulatory affairs, and quality systems for medical devices, diagnostic systems, biologics, evidence-based pharma, and combination products.


Slide 18

Twelve Months Ended December 31 (in thousands) FY 2022 FY 2021 Revenues $ 1,840 $ 1,257 Gross Profit (Loss) 299 (38) Net loss (10,096) (8,494) Operating Results FINANCIALS 46% 2022 vs 2021 highlights Revenues increased 46% YOY Direct-to-consumer revenue increased 114% YOY Gross Margin improved ~9X(1) Product Revenue by Quarter by Channel Q1 2021 – Q4 2022 Fully Year 2022 – 2021 (1) Supply chain shortage significantly impacted our gross profit in 2022 (e.g., approximately 25% of COGS in the third quarter was attributed to purchase price variance from electronic parts). We currently do not foresee similar supply chain issue in 2023 and expect gross margin improvement from partnerships with Microart and Alom. 2021 2022


Slide 19

Capitalization Table FINANCIALS March 24, 2023 Common Stock 29,677,734 Options (WAEP: $2.01) 1,248,850 Warrants (WAEP: $1.18) 1,272,680 Fully Diluted Shares 32,199,264


Slide 20

Financial Position FINANCIALS (in thousands) December 31, 2022 Cash and Cash Equivalents $ 3,517 Total Assets 5,856 Total Liabilities 2,226 Total Stockholders’ Equity $ 3,630 Clean balance sheet No debt Raised $5M in equity financing in Feb 2023


Slide 21

Investor Summary HIGHLIGHTS FDA-cleared products in high-growth sector. Large available market $8B1 in US; global opportunity. Established Tier 1 channels growing. Regulatory clearances for both US and international sales. Robust IP portfolio, recently issued patents. Clinical validation with leading institutions, peer-reviewed publications. Extensible platform with multiple product opportunities. Systematic growth strategy built for 21st century. Experienced leadership, with public company growth experience.  Jennifer Ernst CEO, Tivic Health ir@tivichealth.com (1) Data from publicly available information (that has not been independently verified by the company) combined with company sponsored market research study of 600 people with recurring sinus conditions (conducted by consumer research firm, Research America).


Slide 22

Jennifer Ernst CEO, Tivic Health ir@tivichealth.com


Slide 23

Dual Mechanisms of Action APPENDIX Trigeminal nerve mediates pain relief1 Sympathetic nerves induce vasoconstriction2-5 More than a sinus treatment ClearUP has been proven effective in treating sinus and nasal inflammatory conditions. Other inflammatory conditions associated with nerve activity in the head and neck represent potential product candidates: migraines (39 million U.S., $1B est. globally) 6 pain and swelling from facial and sinus surgeries (600,000 functional endoscopic surgeries annually, U.S.)7 temporomandibular joint disorder (31 million U.S.)8 tinnitus (50 million U.S.)9 trigeminal neuralgia (150,000 U.S., rare severe condition)10 ear infections (50% of children)11 * References for slide 11 footnotes: Maul, Ximena A., et al. "Microcurrent technology for rapid relief of sinus pain: a randomized, placebo‐controlled, double‐blinded clinical trial." International forum of allergy & rhinology. Vol. 9. No. 4. 2019. Mandel, Yossi, et al. "Vasoconstriction by electrical stimulation: new approach to control of non-compressible hemorrhage." Scientific reports 3.1 (2013): 1-7. Franco, O.S., et al. “Effects of different frequencies of transcutaneous electrical nerve stimulation on venous vascular reactivity.” Brazilian Journal of Medical and Biological Research 47.5 (2014): 411-418. Malm, L. “Stimulation of sympathetic nerve fibres to the nose in cats.” Acta otolaryngologica 75.2-6 (1973); 519-526. Fischer, Laurent, et al. “Adrenergic and non-adrenergic vasoconstrictor mechanisms in the human nasal mucosa.” Rhinology 31.1 (1993): 11-15. https://americanmigrainefoundation.org/resource-library/what-is-migraine/; Amiri P, Kazeminasab S, Nejadghaderi SA, Mohammadinasab R, Pourfathi H, Araj-Khodaei M, Sullman MJM, Kolahi AA, Safiri S. Migraine: A Review on Its History, Global Epidemiology, Risk Factors, and Comorbidities. Front Neurol. 2022 Feb 23 Bhattacharyya N. Ambulatory sinus and nasal surgery in the United States: demographics and perioperative outcomes. Laryngoscope. 2010 Mar https://tmj.org/living-with-tmj/basics/ https://my.clevelandclinic.org/health/diseases/14164-tinnitus https://www.aans.org/Patients/Neurosurgical-Conditions-and-Treatments/Trigeminal-Neuralgia https://jamanetwork.com/journals/jamapediatrics/fullarticle/2759422


Slide 24