Form 1-A - Offering Statement [Regulation A] (2025)

16/08/2024 9:15pm

Edgar (US Regulatory)

PRELIMINARYOFFERING CIRCULAR DATED AUGUST 16, 2024

ANOFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NORMAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULARSHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATEIN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WEMAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETIONOF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULARWAS FILED MAY BE OBTAINED.

OFFERING CIRCULAR

By this offering circular (the “OfferingCircular”), Tivic Health Systems, Inc., a Delaware corporation, is offering on a “best-efforts” basis a maximum of 6,666,667shares of its common stock (assuming the maximum offering price in the range), par value $0.0001 per share (the “Offered Shares”),at a fixed price between $1.00 to $3.00 per share (to be fixed by post-qualification supplement), pursuant to Tier 2 of Regulation A ofthe United States Securities and Exchange Commission (the “SEC”). There is no minimum purchase requirement for investors inthis offering.

We are also offering to thosepurchasers, if any, whose purchase of Offered Shares in this offering would otherwise result in such purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding sharesof common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses,pre-funded warrants (“Pre-Funded Warrants”) in lieu of the Offered Shares that would otherwise result in such purchaser’sbeneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The purchaseprice of each Pre-Funded Warrant will be equal to the public offering price per Offered Shares sold in this offering minus $0.001, theexercise price per share of common stock of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercisedat any time until all of the Pre-Funded Warrants are exercised in full.

For each Pre-Funded Warrantwe sell, the number of Offered Shares we are offering will be decreased on a one-for-one basis. The shares of common stock issuable fromtime to time upon exercise of the Pre-Funded Warrants are also being offered by this Offering Circular.

This offering is being conductedon a “best-efforts” basis, which means that there is no minimum number of Offered Shares that must be sold by us for thisoffering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in anescrow or trust account. All proceeds from this offering will become immediately available to us and may be used as they are accepted.Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 12, for a discussion of the risks associated with a purchase of the Offered Shares (or Pre-FundedWarrants in lieu thereof).

We estimate that this offeringwill commence within two days of SEC qualification; this offering will terminate at the earliest of (a)the date on which the maximumoffering has been sold, (b)one year from the date of SEC qualification, or (c)the date on which this offering is earlier terminatedby us, in our sole discretion. (See “Plan of Distribution”).

Our common stock is listed on The Nasdaq Capital Market(“Nasdaq”), under the symbol “TIVC.” On August 12, 2024, the last reported sale price of our common stock was$0.38 per share.

Investing in the OfferedShares (or Pre-Funded Warrants in lieu thereof) is speculative and involves substantial risks. You should purchase Offered Shares (orPre-Funded Warrants in lieu thereof) only if you can afford a complete loss of your investment. See “Risk Factors”, beginningon page 12, for a discussion of certain risks that you should consider before purchasing any of the Offered Shares (or Pre-Funded Warrantsin lieu thereof).

THE UNITED STATES SECURITIESAND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING,NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFEREDPURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIESOFFERED ARE EXEMPT FROM REGISTRATION.

The use of projectionsor forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you willreceive from an investment in Offered Shares (or Pre-Funded Warrants in lieu thereof).

No sale may be made toyou in this offering, if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution—State Law Exemption and Offerings” to “Qualified Purchasers” on page 39. Before making any representationthat you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. Forgeneral information on investing, we encourage you to refer to www.investor.gov.

This Offering Circular followsthe disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this OfferingCircular is _______________, 2024.

TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS

The information contained in this OfferingCircular includes some statements that are not historical and that are considered “forward-looking” statements, as such termis defined by the SEC 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 futureoperational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-lookingstatements. 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 terminologyare intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certainof which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertaintyrelated to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company and its subsidiaries,volatility of stock price, commercial viability of our product candidates and any other factors discussed in this and other registrantfilings with the SEC.

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

This Offering Circular contains forward-lookingstatements, including statements regarding, among other things:

Actual events or results may differ materiallyfrom those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined underthe section of this Offering Circular entitled “Risk Factors” and matters described generally. In light of these risks anduncertainties, there can be no assurance that the forward-looking statements contained in this Offering Circular will in fact occur. Wecaution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be includedin this Offering Circular, 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.

OFFERING CIRCULAR SUMMARY

The following summary highlights informationcontained elsewhere in this Offering Circular and does not contain all of the information that you should consider in making your investmentdecision in our securities. Before investing in our securities, you should carefully read this entire Offering Circular, including ourfinancial statements and the related notes included in this Offering Circular and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As usedin this Offering Circular, unless the context otherwise requires, references to “we,” “us,” “our,”“Company,” and “Tivic Health” refer to Tivic Health Systems, Inc.

Business Overview

Tivic Health is a health tech companyfocused on bioelectronic medicine. Bioelectronic medicine is a branch of the global neuromodulation market that treats disease and conditionsby modulating the electrical signals carried along various nerve pathways. The field grew out of the neuromodulation industry and relied,historically, on implantable devices (e.g., pacemakers, spinal implants, deep brain stimulators). IDTechEx has identified several fast-growingareas in the bioelectronic medicine field, including peripheral nerve stimulation, which it has indicated is forecasted to grow at a 35%CAGR from 2019 through 2029. Tivic currently has two non-invasive bioelectronic platforms designed to deliver therapeutic benefits viamanipulation of such signals without the use of traditional implanted technology.

Platforms

Tivic has developed two complementaryplatforms. Tivic’s first commercial platform is a handheld design that interfaces non-invasively with the trigeminal, sympathetic,and other facial and cranial nerve structures. This platform is the basis for Tivic’s existing product, currently marketed withFDA approval as ClearUP Sinus Pain Relief for the treatment of sinus pain and congestion.

The second platform is a research-stageplatform directed to vagus nerve stimulation, which is currently undergoing clinical evaluation. We received the final data analysis forour pilot clinical study with The Feinstein Institutes for Medical Research in the beginning of May 2024, and the final data analysisresults were publicly announced by the Company on May 8, 2024. See the section of this Offering Circular entitled “Recent Developments”for additional information regarding the final data results.

First Commercial Product

Tivic Health currently markets onecommercial product under the brand name “ClearUP Sinus Pain Relief.” ClearUP is built on our patented, handheld neuromodulationdesign and was developed by Tivic Health for the treatment of sinus and allergy-related conditions. It uses ultra-low current electricalwaves to relieve sinus pain and congestion symptoms that are prevalent in nasal allergies, sinus infections, chronic sinusitus, cold andflu and other disease conditions. ClearUP had U.S. FDA approval for the treatment of sinus pain and congestion, and is the first FDA-approvedbioelectronic treatment of the foregoing indications. Additionally, ClearUP has E.U. CE Mark approval for the treatment of sinus pain,pressure and congestion.

The FDA initiallyprovided clearance to our ClearUP product under a 510(k) as an allergy treatment in January 2019. The FDA granted ClearUP asubsequent De Novo clearance in March 2021, which expanded ClearUP’s label, enabling marketing of ClearUP for allergies,sinusitis, cold, flu, and any inflammatory condition involving congestion.

A 2023 study with over 2,000 representativeconsumers conducted by Intellego Insights (commissioned by Tivic Health) identified that approximately 85 million U.S. adults experienceinflammation-related symptoms related to allergies, congestion, head pain, and sinus issues. Of the consumers that participated in thestudy, 58% of sufferers try to avoid medication, if at all possible.

Customers can purchase ClearUP productsdirectly from Tivic via our own website and through major online stores, including Amazon, Walmart, BestBuy, FSAStore and HSA Store. TheCompany has also entered distribution agreements with McKesson, Cardinal Health and Amerisource Bergen.

A sham-controlled clinical trial is inprogress with the Icahn School of Medicine at Mount Sinai, to extend the use of Tivic’s handheld monopolar platform to the managementof pain resulting from functional endoscopic sinus surgery and other facial surgeries. If successful, the Company may develop additionalproducts addressing this clinical use case, which would require new regulatory clearances for a novel indication.

We have also previously evaluated themarket opportunity for use of ClearUP as part of a migraine treatment toolkit. While we believe that both clinical and market rationaleare positive for such use, we have, for the time being, determined to down-prioritize any clinical studies of migraine-related indicationsbased on the aggressive competition among entrenched incumbents and limited uptake, to date, of existing devices for the treatment and/or prevention of migraine.

Expanding Our Technology Portfolio

Tivic has also developed a proprietarynon-invasive approach to precision vagus nerve stimulation (“VNS”) based on our experience building evidence-based bioelectronictherapies. The vagus nerve is the tenth cranial nerve and the longest autonomic nerve in the body. The vagus nerve is responsible forregulating several bodily functions including digestion, heart rate, breathing, cardiovascular activity, and visceral reflexes. Sincethe vagus nerve regulates many organ systems associated with chronic disease, modulating activity in this nerve pathway is of significantinterest in academic research and in industry.

Electrical VNS is currently indicatedfor treatment-resistant epilepsy and depression, cluster headache, migraine headache, and stroke rehabilitation and is being studied forother neurological, cardiac, and immune conditions. Currently, there are both invasive implantable VNS devices and non-invasive VNS devicesin market. There is room for meaningful improvement in how VNS devices can be used to more precisely target and stimulate the vagus nerveto achieve intended biological and clinical outcomes.

Our approach to non-invasive VNS aimsto leverage improvements in engineering, circuitry, and stimulation parameters to augment efficacy and reliability compared to the currentstate of the art. We have conducted proof of principle experiments demonstrating effects on the autonomic nervous system and have initiateda clinical research program with The Feinstein Institute for the Bioelectronic Medicine at Northwell Health to further characterize theautonomic, cardiovascular, and neurological effects of our intervention. On May 8, 2024, we publicly announced the final data analysisresults for our VNS pilot study conducted as part of this program, which results are discussed in further detail in the section of thisOffering Circular entitled “Recent Developments” for additional information regarding the final data results.

Given our deep expertise and relationshipsin the field of bioelectronic medicine and adjacent diagnostic fields, we are continuously monitoring and evaluating options to add complementaryproduct opportunities into our product portfolio.

Market Opportunity and RegulatoryClearances

The FDA provided clearance to our ClearUPproduct under a 510(k) for the temporary relief of sinus pain associated with allergic rhinitis in January 2019. As a treatment for allergy-relatedsinus pain, we believe that the available market for ClearUP is approximately 45 million U.S. adults.

The FDA then granted ClearUP a subsequentDe Novo clearance in March 2021 for the temporary relief of moderate to severe congestion, expanding ClearUP’s label and enablingmarketing of ClearUP for allergies, sinusitis, cold, flu, and any inflammatory condition involving congestion. As a treatment for moderateto severe congestion, we believe the available target market for ClearUP is approximately 85 million U.S. adults.

Additionally, we have received a CEMark for international marketing of ClearUP. The CE Mark for ClearUP covers a broad set of conditions related to sinonasal inflammationwith the symptoms pain, pressure and congestion. The CE Mark allows sales in European Union Member states and certain other countriesthat recognize the CE Mark for regulatory governance. We believe that there are international opportunities for the sale of ClearUP.

Competition

Sinus pain, pressure and congestion aretypically managed with over-the-counter pharmaceuticals and saline irrigation of the sinus and nasal cavities. Analgesic medications (e.g.,ibuprofen/Advil, acetaminophen/Tylenol, naproxen sodium/Aleve) are often used to treat sinus pain/pressure. Congestion is often managedwith antihistamines (e.g., loratadine/Claritin), oral decongestants (e.g., phenylephrine/Sudafed) and intranasal decongestants (e.g.,oxymetazoline/Afrin), and intranasal glucocorticoids (e.g., fluticasone propionate/Flonase).

Over the counter pharmaceuticals havehistorically had the greatest market share for sinus pain and congestion treatments; however, according to Mintel Group Ltd.’s 2020report on Cough, Cold, Flu, and Allergy Remedies, there is increasing interest among consumers to reduce reliance on drugs and to findnon-drug solutions. Non-drug competitors for sinus pain and congestion treatment include nasal irrigation products such as Sinus Rinseand Navage Nasal Care. We believe that other companies selling non-pharmaceutical treatments, specifically nasal irrigation products,represent our closest competitors. ClearUP is an emerging new product offering, and currently has a small market share.

Barriers to Entry

As a commercial-stage company that hasinvested our energy into patent protection and regulatory clearances, we believe we have built competitive advantages that include:

Government Regulation

Our products are subject to extensiveand rigorous regulation by the FDA and other federal, state and local authorities, as well as foreign regulatory authorities. The FDAregulates, among other things, the research, development, testing, design, manufacturing, approval, labeling, storage, recordkeeping,advertising, promotion and marketing, distribution, post approval monitoring and reporting and import and export of medical devices inthe United States to assure the safety and effectiveness of medical devices for their intended use. The Federal Trade Commission (“FTC”)also regulates the advertising and labeling of our device in the United States. Further, we are subject to laws directed at preventingfraud and abuse, which subject our sales and marketing, training and other practices to government scrutiny.

Risks Associated with our Business

An investment in our securities involvesa high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the section entitled“Risk Factors” following this Offering Circular summary. These risks include, but are not limited to, the following:

Operational Updates

In 2023, we invested in our marketing, product design, distributionrelationships, and quality systems as follows:

In 2023, we also invested in our product innovation and developmentprograms as follows:

As a result of these programs, the Companywas named to Fast Company’s prestigious annual list of the World’s Most Innovative Companies for 2023 in the Medical Devicecategory. Additionally, in 2022, Global Health & Pharma named Tivic Health the Most Pioneering Bioelectronic Medicine Company of 2022.

In the first half of 2024:

Recent Developments

VNS Pilot Clinical Study Results

On May 8, 2024, we issued a press release announcingthe final data analysis for our VNS pilot clinical study. We conducted the pilot study in collaboration with the Zanos Laboratory at TheFeinstein Institutes for Medical Research to determine how our non-invasive cervical VNS (“ncVNS”) intervention affects theautonomic nervous system (“ANS”), cardiac, and brain function. Twenty healthy subjects were recruited and treated with ncVNSfor twenty minutes and several physiologic measurements were taken before, during and after the treatment protocol. Study subjects exhibiteda sustained reduction in pupil diameter during ncVNS, which is consistent with increased vagal tone and parasympathetic activation. ANSactivity was also measured via electrocardiogram and root mean square of successive differences (“RMSSD”), a widely used measureof heart rate variability that is used as a proxy for vagus nerve activity. Compared with before ncVNS, after treatment subjects had a97% increase in RMSSD, which is indicative of an increased parasympathetic state. The cardiac data suggest potential applications in arrythmiasand cardiovascular disease. Lastly, electroencephalography was applied before and after ncVNS to measure brain activity. Subjects hada mean 24% increase in frontal theta activity, which is indicative of calm awake states, and a > 60% reduction in gamma activity inseveral brain regions, including the temporal lobe. The magnitude of the changes seen in our ncVNS study suggest our ncVNS approach mayhave clinical utility in several patient populations including those with epilepsy, depression, post-traumatic stress disorder and ischemicstroke, among others.

Based on these promising data results, we believethat there may be significant potential for our platform in the noninvasive VNS space. We are working with The Feinstein Institutes forMedical Research to carry out the next phase of research for our clinical program, an optimization study to further refine the treatmentparameters to address discrete disease targets. Additional clinical studies will be required to secure regulatory clearance and TivicHealth’s VNS approach is currently for investigational use only.

On May 17, 2024, we entered into a Collaboration andResearch Support Agreement with The Feinstein Institutes for Medical Research, pursuant to which we will collaborate with The FeinsteinInstitutes for Medical Research in the development and drafting of a protocol (the “Protocol”) to advance a research programdesigned to test Autonomic Nervous System (“ANS”) function and/or balance in healthy able-bodied individuals in response toneuromodulation of the ANS by our neurostimulation device, by leveraging and augmenting the NDS Lab’s multi-modal index to quantifythe activation status of the ANS during various of clinically relevant tests, and to submit such Protocol and the research study describedtherein (the “Study”) for institutional and IRB approval. If the Protocol and Study are approved, the Study shall be implementedpursuant to the Protocol and shall be governed by the terms of the agreement. Total length of the project is expected to be one year.

Pursuant to the agreement, we shall be responsiblefor participant reimbursement and the full time equivalents involved in acquiring IRB approval, recruiting and performing the experiments,and analyzing all the data and development of all algorithms, as more particularly set forth in the Agreement. Payments will be made bythe Company upon completion of the following milestones:

ALOM Agreement Termination

Effective August 1, 2024, we terminated theFulfillment Services Agreement with ALOM Technologies Corporation (“ALOM”) on November 25, 2022, as amended on March 5, 2024(the “ALOM Agreement”), pursuant to which ALOM provided, on a non-exclusive basis, certain assembly, procurement, storage, returns,and fulfillment services (collectively, the “Services”) to our end customers and retailers within the United States. Weterminated the ALOM Agreement for convenience, in accordance with the terms of the ALOM Agreement, in furtherance of our efforts to continueto reduce both direct and indirect costs associated with product manufacturing and distribution. We did not incur any material early terminationpenalties in connection with the termination of the ALOM Agreement. We are now utilizing third-party logistics and storage services fromalternate suppliers without material minimums and have established in-house assembly and testing capabilities. We completed the transitionwith no disruptions to service and foresees current capacity will be sufficient to meet demand for the foreseeable future.

Nasdaq Deficiency

On June 28,2024, we received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)notifying us that, because the closing bid price for our common stock was below $1.00 per share for 33 consecutive business days, we arenot currently in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth inNasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notification had no immediate effect on thelisting of our common stock on the Nasdaq Capital Market, and, therefore, our listing remains fully effective.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A),we have a period of 180 calendar days from June 27, 2024, or until December 26, 2024, to regain compliance with the Minimum Bid PriceRequirement. If at any time before December 26, 2024, the closing bid price of our common stock closes at or above $1.00 per share fora minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the MinimumBid Price Requirement, and the matter would be resolved. If we do not regain compliance during the compliance period ending on December26, 2024, then Nasdaq may grant us a second 180 calendar day grace period to regain compliance, provided we (i) meet the continued listingrequirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other thanthe minimum closing bid price requirement, and (ii) we notify Nasdaq of our intent to cure the deficiency.

We intend to continue actively monitoring the closing bid price for ourcommon stock between now and December 26, 2024, and will consider available options to resolve the deficiency and regain compliance withthe Minimum Bid Price Requirement. If we do not regain compliance within the allotted compliance period, including any extensions thatmay be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting. We would then be entitled toappeal that determination to a Nasdaq hearings panel. There can be no assurance that we will regain compliance with the Minimum Bid PriceRequirement during the 180 day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliancewith the other Nasdaq listing requirements.

Corporate Information

The Company was incorporated inCalifornia in September 2016 and reincorporated as a Delaware corporation in June 2021. Our principal executive offices are locatedat 47685 Lakeview Blvd., Fremont, California 94538. Our telephone number is (888) 276-6888 and our corporate website iswww.tivichealth.com. Unless expressly noted, none of the information on our corporate website is part of this Offering Circular orany amendment to Offering Circular.

Where You Can Find More Information

For additional information regarding ourbusiness, properties and financial condition, please refer to the documents cited in the section of this Offering Circular entitled “Where You Can Find More Information.”

OFFERING SUMMARY

⁽¹⁾ The number of shares to be outstandingafter this offering is based on 6,183,592 shares outstanding as of August 12, 2024 and excludes:

Continuing Reporting Requirements UnderRegulation A

We are required to fileperiodic and other reports with the SEC, pursuant to the requirements of Section 13(a) of the Exchange Act. Our continuing reporting obligationsunder Regulation A are deemed to be satisfied as long as we comply with our Section 13(a) reporting requirements.

RISK FACTORS

An investment in theOffered Shares (or Pre-Funded Warrants in lieu thereof) involves substantial risks. You should carefully consider the following risk factors,in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares (or Pre-Funded Warrantsin lieu thereof). The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risksand uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are mostsignificant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, includingstatements in the following risk factors, constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements”.

Risk Factor Summary

Below is a summary of the principalfactors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additionaldiscussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefullyconsidered, together with other information included in this Offering Circular.

Risks Related to Our Financial Conditionand Business Model

We have a relatively limited operatinghistory and may not be able to execute on our business strategy.

We were originally incorporated in 2016and began selling our first product in 2019. Accordingly, we have a limited operating history, which makes an evaluation of our futureprospects and execution ability difficult. Our revenue and income-producing potential is unproven, and our business model and strategymay continue to evolve. Future revenues are contingent upon several factors, including, without limitation, our ability to successfullydevelop and scale-up sales of the ClearUP line and future products, our ability to develop relationships with channel partners and customers,as well as the clinical and market acceptance of our technology. We may need to make business decisions that could adversely affect ouroperating results, such as modifications to our pricing strategy, business structure or operations.

Our operating results will likelybe volatile and may not be a reliable indicator of our future performance.

Our future expenses, revenues and operatingresults may vary significantly from quarter to quarter due to a number of factors, including, without limitation:

We expect that our revenues may be volatileas we develop new technology and obtain new customers in the future. The volume and timing of commercial outcomes are difficult to estimate,as the adoption of bioelectronic treatments is immature, and the sales cycle may vary substantially from forecasts.

If we fail to manage our growtheffectively, our business could be materially and adversely affected.

We will not besuccessful unless we are able to generate additional revenues and grow our business, which will likely require us to hire additionalemployees and expand our technology, product, development and sales and marketing teams in order to achieve our business plan. Ourmanagement systems are emergent. The continued growth of our business may place demands on our management, financial, operational,technological and other resources, and we expect that our growth will require us to continue developing and improving ouroperational, financial and other internal controls. We may not be able to address these challenges in a cost-effective manner, or atall. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitivepressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, whichcould have a material adverse effect on our business, financial condition and results of operations.

We have a history of net lossesand we may not achieve or maintain profitability in the future.

We have incurred netlosses since inception. For the years ended December 31, 2023 and 2022, we incurred net losses of $8.2 million and $10.1 million,respectively, and at December 31, 2023, we had working capital of $3.3 million and an accumulated deficit of $37.9 million. Duringthe years ended December 31, 2023 and 2022, we used $8.5 million and $8.9 million of cash, respectively, for operating activities.For the six months ended June 30, 2024, we incurred a net loss of $2.7 million, and at June 30, 2024, we had cash and cashequivalents of $3.7 million, an accumulated deficit of $40.6 million, and working capital of $4.1 million.

The net losses we incur may fluctuatesignificantly from quarter to quarter and may increase as a result of macroeconomic factors. Additionally, future costs relating to productdevelopment and operating activities may be significantly higher than our historical costs.

Management expects to incur substantialadditional operating losses for the foreseeable future to expand our markets, complete development of new products, obtain regulatoryapprovals, launch and commercialize our products and continue research and development programs.

Our future capital requirements willdepend upon many factors, including, without limitation, progress with developing, manufacturing and marketing our technologies; the timeand costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights; our abilityto successfully execute our acquisition strategy, including the closing of potential acquisitions and integrating new business into ourown; our ability to establish collaborative arrangements; marketing activities; and competing technological and market developments. Ourability to generate revenue and achieve profitability requires us to successfully market and secure purchase orders for our products andservices from customers currently identified in our sales pipeline as well as new customers. We will also be required to efficiently manufactureand deliver equipment on those purchase orders. These activities, including our planned research and development efforts, will requiresignificant uses of working capital. There can be no assurance that we will generate revenue and cash as expected in our current businessplan. We expect that we will need to raise additional capital to continue operating our business and fund our planned operations, includingto execute on our acquisition strategy, research and development, clinical trials and, if regulatory approval is obtained, commercializationof future product candidates. We may seek additional funds through equity or debt offerings and/or borrowings under notes payable, linesof credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms, or at all,when needed. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations,support the growth of our business or otherwise respond to competitive pressures could be significantly delayed or limited, which couldmaterially and adversely affect our business, financial conditions, or results of operations.

Our long-term success is dependent uponour ability to successfully develop, commercialize and market our products, earn revenue, obtain additional capital when needed and, ultimately,to achieve profitable operations. We will need to generate significant additional revenue to achieve profitability. Future products mayrequire substantially higher levels of investment than initial products, including investments in research, development, regulatory and/ormarketing and sales. It is possible that we will not achieve profitability or that, even if we do achieve profitability, we may not maintainor increase profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our commonstock.

There is substantial doubt aboutour ability to continue as a going concern.

Because we have incurred operating lossessince inception, and based on our current cash levels and burn rate, amongst other things, we believe our cash and financial resourcesmay be insufficient to meet our anticipated needs for the next twelve months, which raises substantial doubt about our ability to continueas a going concern within one year from the issuance date of the financial statements included elsewhere in this Offering Circular. Theselosses are expected to continue for at least a period of time. As a result, our independent registered public accounting firm includedan explanatory paragraph in its report on our financial statements for the fiscal years ended, December 31, 2023 and 2022, describingthe existence of substantial doubt about our ability to continue as a going concern. The financial statements included elsewhere in thisOffering Circular have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilitiesin the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classificationof asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern withinone year after the date the financial statements are issued.

In the event that we raise the maximumamount of cash proceeds in this offering, and assuming that our operations do not materially change, we currently expect that we wouldhave sufficient cash to fund our operating expenses and capital expenditure requirements for twelve months after closing. However, inthe event that we do not raise the maximum amount of cash proceeds in this offering, we may require additional funding to continue asa going concern for the next twelve months.

Our ability to obtain additional financing,if and when needed, will depend on a number of factors, including, among others, the condition of the capital markets and the other risksdescribed in these risk factors. If any one of these factors is unfavorable, we may not be able to obtain additional funding, in whichcase, our business could be jeopardized and we may not be able to continue our operations or pursue our strategic plans. If we are forcedto scale down, limit or cease operations, our shareholders could lose all or part of their investment in our Company.

We have identified a materialweakness in our internal control over financial reporting.

In connection with theaudit of our financial statements for the years ended December 31, 2023 and 2022, we identified a material weakness in our internalcontrol over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control overfinancial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financialstatements will not be prevented or detected on a timely basis. In 2022, we remediated deficiencies related to inventory costaccounting procedures, and to the extent possible, the segregation of duties. In addition, we completed our internal control designand formalized various internal control processes and procedures during the year ended December 31, 2022. However, due to the smallsize of our accounting and financial reporting team, as well as recent staff turnover even with processes and procedures in place tomitigate the risk of a material misstatement, we believe that there is still a reasonable possibility that a material misstatementof our annual or interim financial statements may not be prevented or detected on a timely basis. If we are unable to remedy ourmaterial weakness, or if we generally fail to establish and maintain effective internal controls appropriate for a public company,we may be unable to produce timely and accurate financial statements, and we may continue to conclude that our internal control overfinancial reporting is not effective, which could adversely impact our investors’ confidence and our stock price.

We expect that we will need additionalcapital, which, if obtainable, could dilute the ownership interest of investors.

We anticipate we will need additionalcapital to market our products, develop additional products and fund our operations, which we may raise through the sale and issuanceof equity, equity-related or convertible debt, or other securities. Our future capital requirements depend on many factors including ourneed to market our products, acquire or develop additional products and fund our operations. We cannot be certain that additional financingwill be available to us on acceptable terms when required, or at all.

If we issue additional equity securitiesor securities convertible into equity securities, our existing stockholders will be subject to dilution. Additionally, sales of substantialamounts of our equity securities could have an adverse effect on the value of our equity and our ability to raise additional capital throughfuture capital increases.

Our business plan depends heavilyon revenues from our initial products, the clinical and consumer acceptance of which is unproven at this time.

Our future growth depends on the commercialsuccess of our technology and initial products. It is not certain that our target customers will choose our technology for technical,cost, support or commercial reasons. If our target customers do not widely adopt and purchase our technology, our future growth will belimited. Further, our resources and investments may not be adequate to achieve the targeted level of manufacturing and sales set out inour business plan.

Cybersecurity risks and cyber incidents,as well as other significant disruptions of our information technology networks and related systems and resources, could adversely affectour business, disrupt operations and expose us to liabilities to employees, customers, governmental regulators, and other third parties.

We use information technology and othercomputer resources to carry out important operational activities and to maintain our business records. As part of our normal businessactivities, we permit certain employees to perform some or all of their business activities remotely, we collect and store certain personalidentifying and/or confidential information relating to our employees, customers, vendors and suppliers, and we maintain operational andfinancial information related to our business. Furthermore, we rely on products and services provided by third-party suppliers to operatecertain critical business systems, including without limitation, cloud- based infrastructure, encryption and authentication technology,email, and other functions, which exposes us to supply-chain attacks or other business disruptions.

We face risks associated with securitybreaches through cyber-attacks or cyber-intrusions, malware, computer viruses and malicious codes, ransomware, attachments to e-mail,unauthorized access attempts, denial of service attacks, phishing, social engineering, persons with access to systems inside our organization,and other significant disruptions of our information technology networks and related systems. The risk of a security breach has generallyincreased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Eventhe most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, tools andtactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in somecases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniquesor to implement adequate security barriers, disaster recovery or other preventative or corrective measures, and thus it is impossiblefor us to entirely counteract this risk or fully mitigate the harms after such an attack.

We have implemented certain systems andprocesses intended to address ongoing and evolving cybersecurity risks, secure our information technology, applications and computer systems,and prevent unauthorized access to or loss of sensitive, confidential and personal data. Although we and our service providers employwhat we believe are adequate security, disaster recovery and other preventative and corrective measures, our security measures, takenas a whole, may not be sufficient for all possible situations and may be vulnerable to, among other things, fraud, hacking, employee error,system error, and faulty password management. Additionally, we rely on third-parties for virtually all of our operating infrastructure,who may themselves have standards of materiality of cybersecurity risks that differ from the materiality standards of Tivic itself.

Our ability to conduct our business maybe impaired if our or our services providers’ information technology networks, systems or resources, including our and their websitesor e-mail systems, are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, fraud, intentionalpenetration or disruption of our or their information technology resources by:

A significant and extended disruptioncould damage our business or reputation and cause, amongst other things, loss of revenues or customer relationships, unintended and/orunauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and us to incursignificant expenses to address and remediate or otherwise resolve these kinds of issues. Our disaster recovery procedures and contingencyplanning rely heavily on third-party providers and may prove insufficient to fully protect Tivic operations and business interests

The release of confidential informationmay also lead to litigation or other proceedings against us by affected individuals, business partners and/or regulators, and the outcomeof such proceedings, which could include losses, penalties, fines, injunctions, expenses and charges recorded against our earnings andcause us reputational harm and/or could have a material and adverse effect on our business, financial position or results of operations.

We rely on third parties to supplyand manufacture our devices, which could cause supply shortages, and we expect to continue to rely on third parties to manufacture andsupply our devices.

We encountered disruptions in our supplyof various materials and components, and electronic components during 2022 due to the well-documented shortages and constraints in theglobal supply chain. This was exacerbated by the resurgence of the COVID-19 pandemic in certain parts of China, which resulted in thetemporary closure of manufacturing facilities, including those that make electronic parts like those that we included in our products,in certain parts of China. Although the supply chain constraints that we faced during the pandemic have primarily subsided, no assurancescan be provided that we will not face similar disruptions in the future. If we experience similar constraints in the future, the supplyor manufacture of our devices could be stopped, delayed or made less profitable if any of these third parties fail to provide us withsufficient quantities at acceptable quality levels or prices, or fail to maintain or achieve satisfactory regulatory compliance.

We rely on, and expect to continue torely on, third-party providers for the supply and manufacturing of our devices, including components and electronic parts. Lead timesfor ordered components may vary significantly, and some components used to manufacture our products are provided by a limited number ofsources.

We are continuously evaluating alternativeand secondary source suppliers in order to ensure that we are able to source sufficient components and materials to manufacture our products.In the event that we are unable source sufficient components and materials from our current suppliers, or to develop relationships withadditional suppliers, to manufacture enough of our products to satisfy demand, we may have to cease or slow down production of our products.To the extent our current manufacturers or suppliers, or any manufacturers and suppliers that we engage in the future, are unable to meetour requirements in a timely and cost-effective manner, we may not be able to obtain an adequate supply of electronic parts or componentsfor our products. Any shortage of materials caused by any disruption or unavailability of supply or an increase in the demand for ourproducts, could harm our ability to satisfy customer demand, delay deliveries of our products to customers, lead to customer cancellationsand returns, delay the development and launch of new products, or increase our costs and decrease our revenue. Any such impacts or delayscould adversely affect our sales, customer satisfaction, profitability, cash flows and financial condition. and our business may be adverselyaffected. Our efforts to mitigate supply chain weaknesses may not be successful or may have unfavorable effects.

We do not control the operationalprocesses of the contract manufacturing organizations with whom we contract and are dependent on these third parties for the productionof our devices in accordance with relevant regulations, which include, among other things, quality control, quality assurance and themaintenance of records and documentation.

We may be adversely affected bythe effects of inflation.

Inflation has the potential to adverselyaffect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly ifwe are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resultedin, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor,weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, costincreases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective our business, financialcondition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there couldbe a difference between the timing of when these beneficial actions impact our results of operations and when the cost inflation is incurred.

We depend on our senior managementteam and the loss of one or more key personnel or an inability to attract and retain highly skilled personnel may impair our ability togrow our business.

Our future success depends heavily uponthe continued services of our executive officers and key personnel. The Company is headquartered in California, which is an at will employmentstate. Accordingly, the employment agreements that we have entered into with our executive officers and other key personnel do not requirethem to continue to work for us for any specified period and, therefore, they may terminate employment with us at any time, for any reasonand with no advance notice. The replacement of members of our senior management team or other key personnel would likely involve significanttime and costs, and the loss of these employees may significantly delay or prevent the achievement of our business objectives.

In addition, our ability to recruit andretain talent in all areas of the business, including but not limited to skilled hires in marketing, product development, regulatory,clinical, quality, logistics, and finance, faces significant competition. We may not be able to hire or retain the type and number ofmanagerial, sales and technical personnel necessary for future success. We will need to devote considerable resources to ensure that weretain our employees in the face of a highly competitive market for talented personnel. If we fail to attract and retain the skilled employeesrequired, this could harm our business and hamper future expansion of our business operations.

We rely on third parties for sales,marketing, manufacturing, distribution, and other business operations.

For us to be successful, third partiesproviding us with sales, marketing, manufacturing, distribution and other business operations services must be able to provide us withsuch services in compliance with regulatory requirements, in accordance with agreed upon specifications, at acceptable costs, and on atimely basis. While our service providers have generally met our expectations in the past, their ability and willingness to continue todo so going forward, and the ability and willingness of any new service provider to meet our expectations in the future, may be limitedfor several reasons, including our relative importance as a customer. Additionally, we rely on third-party online retailers such as Amazon,BestBuy, Walmart, FSAStore and other specialty online retailers, as well as the parties that we have entered into distribution agreementswith, to sell our products. We do not have long-term agreements in place with certain of these third parties and there is no guaranteethat such third parties will continue to allow us to sell our products through their platforms or channels. Accordingly, we may be exposedto disruptions or reduced qualify of services, including access to distribution channels, due to factors beyond our direct control, whichmay impact our ability to operate successfully.

We are currently operatingin a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability,the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, and record inflation. Our business, financial conditionand results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resultingfrom the conflict in Ukraine and the Middle East, geopolitical tensions or record inflation.

U.S. and global markets are experiencingvolatility and disruption and the global economy has been, and may continue to be, negatively impacted by Russia’s ongoing militaryconflict with Ukraine. As a result of Russia’s invasion of Ukraine in February 2022, the U.S., the European Union, the United Kingdom,other G7 countries, as well as various other countries, have imposed substantial financial and economic sanctions on certain industrysectors and parties in Russia. Broad restrictions on exports to Russia have also been imposed. These measures include: (i) comprehensivefinancial sanctions against major Russian banks; (ii) additional designations of Russian individuals with significant business interestsand government connections; (iii) designations of individuals and entities involved in Russian military activities; and (iv) enhancedexport controls and trade sanctions limiting Russia’s ability to import various goods. Russian military actions and the resultingsanctions could continue to adversely affect the global economy and financial markets and lead to instability and lack of liquidity incapital markets, potentially making it more difficult for us to obtain additional funds.

Addition, in October 2023, Hamas militantsand members of certain other organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attackson civilian and military targets. Shortly thereafter, Israel’s security cabinet declared war against Hamas and launched an aerialbombardment of various targets within the Gaza Strip. It is possible that other countries and/or regional organizations will join thehostilities as well, including without limitation Hezbollah in Lebanon, and Palestinian military organizations in the West Bank, resultingin further expansion of the conflict. The conflict between Israel and Hamas is ongoing, and the length and impact of the ongoing militaryconflict is highly unpredictable.

There are also current geopolitical tensionswith China. Recently, the Biden administration has signed multiple executive orders regarding China, including certain executive ordersthat may impact the pharmaceutical industry and other similar industries in the U.S. Moreover, both the U.S. and China have recently imposedsanctions upon certain companies and individuals based in the other country, and have also imposed certain import and export restrictionsand tariffs on products originating from the other country. Any additional executive action, legislative action or potential sanctionswith China could materially impact our current manufacturing partners and our agreements with them.

Although our business has not been materiallyimpacted by the ongoing military conflicts between Russia and Ukraine or Israel and Hamas, geopolitical tensions, or record inflationto date, it is impossible to predict the extent to which our operations, or those of our suppliers and manufacturers, will be impactedin the short and long term, or the ways in which the conflict may impact our business. The extent and duration of the conflicts in Ukraineand the Middle East, geopolitical tensions, record inflation, sanctions and resulting market disruptions are impossible to predict, butcould be substantial. Any such disruptions may also magnify the impact of other risks described herein.

We may not be able to successfullyidentify, consummate or integrate acquisitions or to successfully manage the impacts of such transactions on our operations.

Part of our business strategy includesinvestigating growth through acquisitions. We may expand our business by making strategic acquisitions and seeking suitable acquisitiontargets to enhance our growth. Material acquisitions, dispositions and other strategic transactions involve a number of risks, including:(i) the potential disruption of our ongoing business; (ii) the distraction of management away from the ongoing oversight of our existingbusiness activities; (iii) incurring additional indebtedness; (iv) the anticipated benefits and cost savings of those transactions notbeing realized fully, or at all, or taking longer to realize than anticipated; (v) an increase in the scope and complexity of our operations;(vi) exposure to unknown liabilities; and (vii) the loss or reduction of control over certain of our assets.

The pursuit of acquisitions may posecertain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even ifwe are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We may incur expensesand dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions,which may divert management’s attention from our day-to-day business.

Additionally, even if we are able to acquiresuitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipatedbenefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effectivemanner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitionswithin the anticipated timing, or at all. The benefits from any acquisition will be offset by the costs incurred in integrating the businessesand operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed. An inabilityto realize any or all of the anticipated synergies or other benefits of an acquisition as well as any delays that may be encountered inthe integration process, which may delay the timing of such synergies or other benefits, could have an adverse effect on our business,results of operations and financial condition.

The guarantees and warranties weprovide on our products could have a material adverse effect on our business, financial condition and results of operations.

We provide product guarantees to our customers,pursuant to which we allow for the return of products from customers within 60 days after the original sale. We also provide a one-yearwarranty for any defective product. Existing and future product guarantees and warranties place us at the risk of incurring future returnsand repair and/or replacement costs. While we engage in product quality programs and processes, including monitoring and evaluating thequality of our components sourced from our suppliers, our guaranty and warranty obligation is affected by actual product defect rates,parts and equipment costs and service labor costs incurred in correcting a product defect. During the years ended December 31, 2023 and2022, we accrued return reserves equal to approximately 12% and 10%, respectively, of gross revenues. We believe our reserve as of December31, 2023 is adequate. However, our reserves set aside to cover warranty returns and customer returns may be inadequate due to an unanticipatednumber of customer returns, undetected product defects, unanticipated component failures or changes in estimates for material, labor andother costs we may incur to replace projected product defects. As a result, if actual customer returns, product defect rates, parts andequipment costs or service labor costs exceed our estimates, it could have a material adverse effect on our business, financial conditionand results of operations.

Risks Related to Our Business andMarkets

Our ability to compete in thesinus, cold and allergy market is unproven.

We currently compete in the sinus, coldand allergy market segment, a segment with large, entrenched players. We expect to experience competition from current and potential newcompetitors, some of which may be better established and have significantly greater financial, technical, marketing and distribution resources.We encounter competition from larger, well-established and well-financed entities that may continue to acquire, invest in, or form jointventures with producers of alternate sinus care technologies.

Our competitors may be able to respondmore quickly to new or emerging technologies and changes in customer requirements than we can. Our market position could erode rapidlyas a result of the development of new, superior products and technology by competitors. In addition, current and potential competitorsmay have greater name recognition, broader physician reach and more extensive customer bases. Increased competition could result in pricereductions, lower volume sales, and reduced gross margins. There can be no assurance that we will be able to compete successfully againstour current or future competitors or that competitive pressures will not have a material adverse effect on our business, financial conditionand results of operations.

Our markets are undergoingcontinuous change, and our future success will depend on our ability to meet the changing needs of our customers.

For our business to survive and grow,we must continue to enhance and improve our products and technology to address a broader range of customers’ needs. If customerbehavior or new industry standards or practices emerge, our existing technology may become obsolete. Our future success will depend upon,among other things, our ability to:

Developing medical technology entailssignificant technical, regulatory and business risks.

We may fail to adapt our technology touser requirements or emerging treatment standards. Microcurrent and other neuromodulation therapies are not currently considered standardof care for inflammation and may not ever be considered standard of care. Treatment standards may not evolve to incorporate our product.New industry standards for the development, manufacture and marketing of medical devices may evolve and we may not be able to conformto the changes, meet new standards in a timely fashion or maintain a competitive position in the market. In particular, regulatory standardsfor bioelectronic treatments of medical conditions are evolving. If we face material delays in introducing our products and new technology,we may fail to attract new customers.

Customer or third-party complaintsor negative reviews or publicity about our company or our products could harm our reputation and brand.

We are heavily dependent on customerswho use our ClearUP device to provide good reviews and word-of- mouth recommendations to contribute to our growth. Customers who are dissatisfiedwith their experiences with our products or services may post negative reviews. We may also be the subject of blog, forum or other mediapostings that include inaccurate statements and/or create negative publicity. In addition, any negative news regarding bioelectronic medicinemay adversely impact our business. Any negative reviews or publicity, whether real or perceived, disseminated by word-of-mouth, by thegeneral media, by electronic or social networking means or by other methods, could harm our reputation and brand and could severely diminishconsumer confidence in our products.

We may face risks associated withexpanding to international markets.

We may pursue marketing and selling ourproducts internationally, which would likely be primarily done through e-commerce accelerators, distribution arrangements and regionallicensing. We have limited experience operating outside the United States, and we will likely need to rely heavily on distributors andlicensees in the event that we expand internationally. Expansion into international markets may expose us to, among other things, thefollowing additional risks:

The size and expected growth ofour available market has not been established with precision and may be smaller than we estimate.

Our data on the available market for ourcurrent products and future products is based on a number of internal and third-party research reports, estimates and assumptions. Whilewe believe that such research, our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates maynot be correct. In addition, the statements in this Offering Circular relating to, among other things, the expected growth in the marketfor our ClearUP device are based on a number of internal and third-party data, estimates and assumptions, and may prove to be inaccurate.If the actual number of consumers who would benefit from our products, the price at which we can sell future products or the availablemarket for our products is smaller than we estimate, it could have a material adverse effect on our business, financial condition andresults of operations.

Our insurance may not adequatelycover our operating risk or litigation exposure.

We have insurance to protect our assets,operations and employees. While we believe our insurance coverage addresses the material risks to which we are exposed and is adequateand customary in our current state of operations, such insurance is subject to coverage limits and exclusions and may not be availablefor the risks and hazards to which we are exposed. Also, our insurance may be insufficient to cover the costs of any securities- relatedor other lawsuits or litigation, regardless of the merits of any such lawsuits or litigation. In addition, no assurance can be given thatsuch insurance will be adequate to cover our liabilities or will be generally available in the future or, if available, that premiumswill be commercially justifiable or affordable. If we were to incur substantial liability and such damages were not covered by insuranceor were in excess of policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance,our business, results of operations and financial condition could be materially adversely affected.

Our business could be disruptedby catastrophic occurrences and similar events.

Our headquarters are located in the SanFrancisco Bay Area, and we are vulnerable to interruption from catastrophic occurrences, such as earthquakes, floods, fires, power loss,telecommunication failures, terrorist attacks, criminal acts, sabotage, other intentional acts of vandalism and misconduct, geopoliticalevents, disease, such as the COVID-19 pandemic, and similar events. The San Francisco Bay Area is a region known for seismic activity.Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our facilities or the facilitiesof our suppliers and vendors could result in disruptions and other performance and quality problems. If we are unable to develop adequateplans to ensure that our business functions continue to operate during and after a disaster and/or to execute successfully on those plansin the event of a disaster or emergency, our business would be seriously harmed.

Risks Related to Legal andRegulatory Matters

Changes in the regulatory landscapefor our products could render our business model contrary to applicable regulatory requirements, and we may be required to seek additionalclearance or approval for our products.

Our ClearUP device is a US FDA ClassII device with FDA clearance for over-the-counter purchase. We continue to expand our product offerings within the ClearUP brand basedon the architecture used in the ClearUP product line. Such expansions may include design modifications of the ClearUP device. Given thatcurrent improvements to the ClearUP product line are a line extension of the ClearUP device, and based on the approval by our designatedEU Notified Body and our assessment of relevant FDA guidance (Guidance for Industry and Food and Drug Administration Staff “DecidingWhen to Submit a 510(k) for a Change to and Existing Device” October 25, 2017), we have determined that such current expansionsof the ClearUP product line are covered under the same regulatory clearances as ClearUP. If the FDA were to determine that our productsor product candidates do not properly satisfy the conditions for FDA clearance as Class II devices, or that our ClearUP product line expansionis not covered by the same regulatory clearances as our existing ClearUP device, we could be required to cease distribution of our productsuntil we obtain regulatory clearance or approval, abandon new product launch plans, and/or we could be subject to additional enforcementaction by the FDA. All existing FDA clearances, including those covering our ClearUP device, could be subject to change based on subsequentFDA review or changes in FDA regulations. In addition, many states have laws regarding the provision of medical devices, and if we arefound to be in violation of the laws of any state in which our devices are sold, we could be subject to further sanctions at the statelevel.

The laws and regulations applicable tothe industries in which we operate are continuously evolving. Changes in our regulatory and legal landscape could substantially increasethe costs of compliance, increase the time and resources required to bring new products to market, or otherwise negatively impact ourbusiness. There can be no assurance that new legislation or regulations will not impose significant additional costs or burdens on ourbusiness or subject us to additional liabilities. We may be or become subject to claims that our operations violate these laws or regulations.

Our business is subject to risksarising from epidemic diseases, such as the recent COVID-19 pandemic.

The occurrence of regional epidemics ora global pandemic such as COVID-19 may adversely affect our operations, financial condition, and results of operations. The COVID-19 pandemichad widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices from2020 into 2023. The extent to which global pandemics, including as a result of the lingering effects of COVID-19 on the global economy,impact our business going forward will depend on various factors such as the duration and scope of the pandemic; governmental, business,and individuals’ actions in response to the pandemic; and the impact on economic activity including the possibility of recessionor financial market instability.

Measures taken by the governments of countriesaffected by future pandemics could adversely impact our business, financial condition, or results of operations. Potential disruptionsmay include, without limitations, delays in processing registrations or approvals by applicable state or federal regulatory bodies, delaysin product development efforts and/or clinical trials, and additional government requirements or other incremental mitigation effortsthat may further impact our capacity to manufacture, sell and support the use of our ClearUP device or other products.

We are subject to consumer protectionlaws that regulate our marketing practices and prohibit unfair or deceptive acts or practices. Our actual or perceived failure to complywith such obligations could harm our business, and changes in such regulations or laws could require us to modify our products or marketingor advertising efforts.

In connection with themarketing or advertisement of our products, we could be the target of claims relating to false, misleading, deceptive or otherwisenoncompliant advertising or marketing practices, including under the auspices of the FTC and state consumer protection statutes. Ifwe rely on third parties to provide any marketing and advertising of our products, we could be liable for, or face reputational harmas a result of, their marketing practices if, for example, they fail to comply with applicable statutory and regulatoryrequirements.

If we are found to have breached any consumerprotection, advertising, unfair competition or other laws or regulations, we may be subject to enforcement actions that require us tochange our marketing and business practices in a manner that may negatively impact us. This could also result in litigation, fines, penaltiesand adverse publicity that could cause reputational harm and loss of customer trust, which could have a material adverse effect on ourbusiness, financial condition and results of operations.

Our reliance on vendors in foreigncountries, including China, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations betweenthe United States and such foreign countries.

Electronic components for our ClearUPdevices are sourced primarily from China, and we may in the future source components from vendors located in other foreign countries.Under its current leadership, the government of China has been pursuing economic reform policies, including by encouraging foreign tradeand investment. However, there is no assurance that the Chinese government will continue to pursue such policies, that such policies willbe successfully implemented, that such policies will not be significantly altered, or that such policies will be beneficial to our partnershipsin China. China’s system of laws, as well as the laws of other foreign countries where we may source components, can be unpredictable,especially with respect to foreign investment and foreign trade.

The United States government has calledfor substantial changes to foreign trade policy with China and has raised, and has proposed to further raise in the future, tariffs onseveral Chinese goods. China has retaliated with increased tariffs on United States goods. Moreover, China’s legislature has adopteda national security law to substantially change the way Hong Kong has been governed since the territory was handed over by the UnitedKingdom to China in 1997. This law increases the power of the central government in Beijing over Hong Kong, limits the civil libertiesof residents of Hong Kong and could restrict the ability of businesses in Hong Kong to continue to conduct business or to continue towith business as previously conducted. The U.S. State Department has indicated that the U.S. no longer considers Hong Kong to have significantautonomy from China. The U.S. State Department previously enacted sanctions related to China’s governing of Hong Kong, and the U.S.may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. Any furtherchanges in United States trade policy could trigger retaliatory actions by affected countries, including China, resulting in trade wars.

Changes to Chinese regulations affectingthe manufacture of electronic components may also be unpredictable. For example, the Uyghur Forced Labor Prevention Act bans imports fromChina’s Xinjiang Uyghur Autonomous Region unless it can be shown that the goods were not produced using forced labor and this legislationmay have an adverse effect on global supply chains which could adversely impact our business and results of operations. Additionally,China has recently implemented significant restrictions on the export of gallium and germanium, both of which are used for the manufactureof computer chips. Changes to regulations in China and/or any other country where we may source components in the future may also be unpredictableand could affect the manufacture of electronic components in such countries and our ability to purchase components on a cost- effectivebasis. Any regulatory changes and changes in United States and China relations, or changes in relations with the United States any othercountry where we may source components in the future, may have a material adverse effect on our vendors in China and other such countrieswhich could materially harm our business and financial condition.

International trade disputescould result in tariffs and other protectionist measures that could have a material adverse effect on our business, financial conditionand results of operations.

Tariffs, and in particular tariffs imposedon materials imported from China, could increase the cost of our products and raw materials that go into making them. These increasedcosts could adversely impact the gross margin that we earn on our products. Tariffs could also make our products more expensive for customers,which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures thatcould limit our ability to source components for our products or to offer our products. Political uncertainty surrounding internationaltrade disputes and protectionist measures could also have a negative effect on consumer confidence and spending, which could have a materialadverse effect on our business, financial condition and results of operations.

We may in the future become subjectto the requirements of the Sunshine Act.

We are not currentlysubject to the Physician Payment Sunshine Act (“Sunshine Act”), which was enacted as part of the Affordable Care Act.However, if we begin selling our products directly to governmental entities or our products become reimbursable by Medicare orMedicaid, then we may become subject to the Sunshine Act, which will require us to report annually to the Secretary of Health andHuman Services: (i) payments or other transfers of value made by us, or by a third-party as directed by us, to physicians andteaching hospitals or to third parties on behalf of physicians or teaching hospitals; and (ii) physician ownership and investmentinterests in our company. The payments required to be reported include the cost of meals provided to a physician, travelreimbursements and other transfers of value, including those provided as part of contracted services such as speaker programs,advisory boards, consultation services and clinical trial services. Failure to comply with the reporting requirements can result insignificant civil monetary penalties ranging from $1,000 to $10,000 for each payment or other transfer of value that is not reported(up to a maximum per annual report of $150,000) and from $10,000 to $100,000 for each knowing failure to report (up to a maximum perannual report of $1.0 million). Additionally, becoming subject to the Sunshine Act and the information we disclose could lead togreater scrutiny, which could result in modifications to established practices and additional costs. Additionally, similar reportingrequirements have also been enacted on the state level domestically, and an increasing number of countries worldwide have eitheradopted or are considering adopting similar laws requiring transparency of interactions with healthcare professionals.

Risks Related to Our IntellectualProperty

We are highly dependent on our IP,and our methods of protecting our IP may not be adequate or could be costly.

We rely on a combination of patent andtrademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our IP rights. We are building our IPportfolio, and may not be able to secure sufficient protection to prevent competition from entering the market or from creating competingproducts.

We cannot be certain that we will be ableto obtain patent protection on the key components of our technology or that we will be able to obtain patents in key jurisdictions, suchas the United States, Europe and Asia. We cannot give assurances that we will develop new products or technologies that are patentableor (to the extent applicable) that any new products will be covered by existing patents, that any issued patent will provide us with anycompetitive advantages or will not be challenged by third parties, or that the patents of others will not impair our ability to do business.

We cannot guarantee that the applicablegovernmental authorities will approve any of our future trademark applications. Even if the applications are approved, third parties mayseek to oppose or challenge these registrations. A failure to obtain trademark registrations in key jurisdictions could limit our abilityto use our trademarks and impede our marketing efforts in those jurisdictions.

Despite our efforts to protect ourIP, unauthorized parties may attempt to copy or obtain and use our technology. Policing the unauthorized use of our technology on a globalbasis is difficult, and there can be no assurance that the steps taken by us will prevent misappropriation of our technology.

We cannot give assurances that our measuresfor preserving the secrecy of our trade secrets and confidential information will be sufficient to prevent others from obtaining our tradesecrets.

We generally require our employees, consultantsand corporate partners to sign confidentiality and non-disclosure agreements prohibiting them from disclosing any of our trade secrets.Our employment agreements and consulting agreements also contain confidentiality undertakings, as well as non-compete provisions, whichprohibit employees, advisors and consultants from acting contrary to our interests during the period of their relationship with us.

Despite our efforts to preserve the secrecyof our trade secrets and confidential information, we may not have adequate remedies to preserve our trade secrets or to compensate usfully for our loss if employees, consultants or corporate partners breach confidentiality agreements with us. We cannot give assurancesthat our trade secrets will provide any competitive advantage, as they may become known to, or be independently developed by, competitors,regardless of the success of any measures we may take to try to preserve their confidentiality.

Any failure or inability to protect anyof our IP or confidential information, or to enforce our rights against any infringement or misappropriation of our IP or confidentialinformation, could have a material adverse effect on our business, financial condition and results of operations. Additionally, we maybe forced to litigate to enforce or defend our IP, to protect our trade secrets or to determine the validity and scope of other parties’proprietary rights. Any such litigation could be very costly and could distract our management from focusing on operating our business.The existence and/or outcome of any such litigation could harm our business.

We may face risks of claims forIP infringement.

Our competitors or other persons mayhave already obtained or may in the future obtain patents or other rights relating to one or more aspects of our technology. Because wehave not conducted a formal freedom to operate analysis for patents related to our technology, we may not be aware of issued patents thata third party might assert are infringed by our current or any future technology, which could materially impair our ability to commercializeour current or any future technology. Even if we diligently search third-party patents for potential infringement by our current or anyfuture technology, we may not successfully find patents that our current or any future technology may infringe. If we are unable to secureand maintain freedom to operate, others could preclude us from commercializing our current or future technology. We may in the futurebecome party to, or be threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to ourcurrent and any future technology, whether or not we are actually infringing, misappropriating or otherwise violating the rights of thirdparties. If we are sued for patent or other intellectual property right infringement, we may be forced to incur substantial costs in defendingour self.

If litigation were to result in a judgmentthat we infringed a valid and enforceable patent or other intellectual property right, a court may order us to pay substantial damagesto the owner of the patent or other intellectual property right and to stop using any infringing technology or products. This could causea significant disruption in our business and force us to incur substantial costs to develop and implement alternative, non-infringingtechnology or products, or to obtain a license from the patent or other intellectual property right owner.

We cannot give assurance that we wouldbe able to develop non-infringing alternatives at a reasonable cost that would be commercially acceptable, or that we would be able toobtain a license from any patent or other intellectual property right owner on commercially reasonable terms, if at all.

We may be unable to enforceour IP rights throughout the world.

The laws of some foreign countries donot protect IP rights to the same extent as the laws of the United States. The area of bioelectronic medicine, specifically, is a nascentand emerging industry. To the extent we demonstrate novel means to manage physiological functions, the nature and degree of IP protectionwe can obtain throughout the world may vary. Many companies have encountered significant problems in protecting and defending IP rightsin certain foreign jurisdictions. This could make it difficult for us to stop infringement of our foreign patents, if obtained, or themisappropriation of our other IP rights. For example, some foreign countries have compulsory licensing laws under which a patent ownermust grant licenses to third parties. In addition, some countries limit the enforceability of patents against certain third parties, includinggovernment agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimatelybe sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we maychoose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

Proceedings to enforce our patent rightsin foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly,our efforts to protect our IP rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courtsin the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcementof our IP.

General Risk Factors

If securities or industry analystsdo not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our commonstock could decline.

The market price and trading volume ofour common stock is heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have controlover these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock pricewould be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade ourcommon stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts ceasecoverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock priceto decline and could decrease the trading volume of our common stock.

We have and will continue to incurincreased costs and are subject to heightened regulations and requirements as a result of becoming a public company, which could lowerour profits or make it more difficult to run our business.

As a public company, we incur significantlegal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reportingrequirements. We also have incurred and will continue to incur costs associated with the Sarbanes-Oxley Act, and related rules implementedby the SEC, and the Nasdaq Capital Market. The expenses generally incurred by public companies for reporting and corporate governancepurposes have been increasing. These rules and regulations have increased and will continue to increase our legal and financial compliancecosts and to make some activities more time-consuming and costlier, although we are currently unable to estimate these costs with anydegree of certainty. These laws and regulations also make it more difficult or costly for us to obtain certain types of insurance, includingdirector and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially highercosts to obtain the same or similar coverage. These laws and regulations may also make it more difficult for us to attract and retainqualified persons to serve on our board of directors, on our board committees or as our executive officers. Furthermore, if we are unableto satisfy our ongoing obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, otherregulatory action and potentially civil litigation.

Actual or perceived failuresto comply with applicable data privacy and security laws, regulations, policies, standards, contractual obligations and other requirementsrelated to data privacy and security and changes to such laws, regulations, standards, policies and contractual obligations could adverselyaffect our business, financial condition and results of operations.

The global data protection landscape israpidly evolving, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business.We are subject to numerous state, federal and foreign laws, requirements and regulations governing the collection, transmission, use,disclosure, storage, retention and security of personal and personally-identifying information, such as information that we may collectin connection with conducting our business in the United States and abroad. Implementation standards and enforcement practices are likelyto remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards or perceptionof their requirements may have on our business. This evolution may create uncertainty in our business; affect our ability to operate incertain jurisdictions; or to collect, store, transfer use and share personal information; necessitate the acceptance of more onerous obligationsin our contracts; result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standardsis high and is likely to increase in the future. Any failure or perceived failure by us to comply with federal, state or foreign lawsor regulation, our internal policies and procedures, or our contracts governing our processing of personal information could result innegative publicity, government investigations and enforcement actions, fines, imprisonment of company officials and public censure, claimsby third parties, damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financialcondition and results of operations.

Changes in accounting standardsand subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect ourfinancial results.

U.S. generally accepted accounting principles(“GAAP”) and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of mattersthat are relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions and incometaxes are highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes to these rules ortheir interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reportedresults.

We are subject to anti-corruption,anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws could subject us to criminal or civil liabilityand harm our business, financial condition, and results of operations.

We are subject to the U.S. Foreign CorruptPractices Act of 1977, as amended (“FCPA”), U.S. domestic bribery laws, the UK Bribery Act 2010, and other anti-corruptionand anti-money laundering laws in the countries in which we conduct business. Anti-corruption and anti-bribery laws have been enforcedaggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediariesfrom authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or privatesector. As we increase our international sales and business and sales to the public sector, we may engage with business partners and third-partyintermediaries to market our products and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or ourthird-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-ownedor affiliated entities. We can be held liable for the corrupt or other illegal activities of these third- party intermediaries, our employees,representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. While we have policies andprocedures to address compliance with such laws, there is a risk that our employees and agents will take actions in violation of our policiesand applicable law, for which we may be ultimately held responsible. As we expand internationally, our risks under these laws may increase.

Detecting, investigating, and resolvingactual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from seniormanagement. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblowercomplaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penaltiesor injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateralconsequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevailin any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed.

Risks Related to Our Securities andthis Offering

We expect that our stock price mayfluctuate significantly, and investors may not be able to resell their shares at or above the price at which they purchased them. An activetrading market for our common stock may never develop.

Prior to our initial public offering,you could not buy or sell our common stock publicly. Even though our common stock is now listed on the Nasdaq Capital Market, an activetrading market for our shares may not develop or be sustained following our initial public offering. If an active market for our commonstock does not develop or is not maintained, it may be difficult for you to sell your shares depressing the market price for the shares,or at all. An inactive trading market may also impair our ability to raise capital to continue to fund operations by selling additionalshares of our common stock and may impair our ability to acquire other companies or technologies by using shares of our common stock asconsideration.

The market price of shares of our commonstock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:

These and other market and industryfactors may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance.In addition, the stock market in general, and medical device companies in particular, have experienced price and volume fluctuations thathave often been unrelated or disproportionate to the operating performance of these companies. In the past, when the market price of astock has been volatile, holders of that stock have on occasion instituted securities class action litigation against the company thatissued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costlyand divert the time and attention of our management and harm our operating results.

If our stock price continues to remain below$1.00, our common stock may be subject to delisting from The Nasdaq Capital Market, which would materially reduce the liquidity of ourcommon stock and have an adverse effect on our market price.

On June 28, 2024, we received Notice fromNasdaq that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of our common stock has beenbelow $1.00 per share for 33 consecutive business days. The Notice has no immediate effect on the listing of our common stock, which willcontinue to trade at this time on the Nasdaq Capital Market under the symbol “TIVC.”

In accordance with Nasdaq Listing Rule5810(c)(3)(A), we have a period of 180 calendar days, or until December 26, 2024, to regain compliance with the minimum bid price requirement.To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for at least ten consecutive businessdays during this 180 calendar day period. In the event we do not regain compliance by December 26, 2024, we may be eligible for an additional180 calendar day grace period if the Company meets the continued listing requirement for market value of publicly held shares ($1 million)and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price, and we provide writtennotice to Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.If we do not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that our common stock will be subjectto delisting from the Nasdaq Capital Market. In that event, we may appeal such delisting determination to a hearings panel.

We are currently evaluating our alternativesto resolve the listing deficiency. To the extent that we are unable to resolve the listing deficiency, there is a risk that our commonstock may be delisted from Nasdaq, which would adversely impact liquidity of our common stock, potentially result in even lower bid pricesfor our common stock, and make it more difficult for us to obtain financing through the sale of our common stock.

We do not expect to pay any cashdividends for the foreseeable future.

We do not expect to pay dividends to ourstockholders at any time in the foreseeable future. Anyone considering investing in our stock should not rely on such investment to providedividend income. Instead, we plan to retain any earnings to establish, maintain and expand our operations and product offerings. In addition,any future debt financing arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid onour stock. Accordingly, investors must rely on sales of their shares after price appreciation, which may never occur, as the only wayto realize any return on their investment.

There is no public market for thePre-Funded Warrants being offered in this offering.

There is no established public trading marketfor the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend toapply to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, including The Nasdaq CapitalMarket. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

We will not receive any meaningfulamount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisableuntil it is fully exercised and by means of payment of the nominal cash purchase price upon exercise. Accordingly, we will not receiveany meaningful additional funds upon the exercise of the Pre-Funded Warrants.

Holders of the Pre-Funded Warrantspurchased in this offering will have no rights as common stockholders until such holders exercise such warrants and acquire shares ofour common stock.

Until holders of the Pre-Funded Warrantsacquire shares of our common stock upon exercise thereof, holders of such Pre-Funded Warrants will have no rights with respect to theshares of our common stock underlying such Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, such holders will be entitledto exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

Significant holders or beneficial holdersof shares of our common stock may not be permitted to exercise the Pre-Funded Warrants that they hold.

A holder of the Pre-Funded Warrants willnot be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregatenumber of shares of our common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, upon electionof holder, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise; or (ii) thecombined voting power of our securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, upon electionof holder, 9.99%) of the combined voting power of all of our securities outstanding immediately after giving effect to the exercise, assuch percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. As a result, you may not be able to exerciseyour Pre-Funded Warrants for shares of our common stock at a time when it would be financially beneficial for you to do so. In such acircumstance, you could seek to sell your Pre-Funded Warrants to realize value, but you may be unable to do so in the absenceof an established trading market and due to applicable transfer restrictions.

We are an “emerging growthcompany” and a “smaller reporting company,” and the reduced public company reporting and disclosure requirements applicableto emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

We qualify as an“emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Forso long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosurerequirements that are applicable to public companies that are not emerging growth companies. These provisions include, but are notlimited to: being permitted to have only two years of audited financial statements and only two years of management’sdiscussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditorattestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of theSarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”); not being required to comply with any requirement thatmay be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplementto the auditor’s report providing additional information about the audit and the financial statements; reduced disclosureobligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of anygolden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage ofan extended transition period to comply with new or revised accounting standards applicable to public companies. We intend to takeadvantage of certain of the exemptions discussed above.

In addition, we are currently a “smallerreporting company,” as defined in the Securities Exchange Act of 1934, as amended (“Exchange Act”), and have electedto take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualifyas a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify asan emerging growth company, certain of the exemptions available to us as an “emerging growth company” may continue to be availableto us as a “smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuantto the Sarbanes-Oxley Act and reduced disclosure about our executive compensation arrangements. We will continue to be a “smallerreporting company” until we have more than $250 million in public float (based on our common stock) measured as of the last businessday of our most recently completed second fiscal quarter or, in the event we have no public float (based on our common stock), annualrevenues of more than $100 million during the most recently completed fiscal year.

As a result, the information we providewill be different than the information that is available with respect to other public companies. In this Offering Circular, we have notincluded all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannotpredict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our commonstock less attractive as a result, there may be a less active trading market for our common stock, and the market price of our commonstock may be more volatile.

If we are unable to implement andmaintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completenessof our financial reports and the market price of our common stock may decline.

As a public company, we are requiredto maintain internal control over financial reporting and to report any material weaknesses in such internal controls. In addition, weare required to furnish a report by management on the effectiveness of our internal controls over financial reporting, pursuant to Section404 of the Sarbanes-Oxley Act. As of December 31, 2023, based on an analysis completed by management, our internal controls were not effectivedue to the existence of a material weakness. The process of designing, implementing and testing the internal control over financial reportingrequired to comply with this obligation is time consuming, costly and complicated. If we identify material weaknesses in our internalcontrol over financial reporting (as we have for the year ended December 31, 2023), if we are unable to comply with the requirements ofSection 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to assert that our internal control over financial reportingis effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our commonstock could decline, and we could also become subject to investigations by the stock exchange on which our common stock is listed, theSEC or other regulatory authorities, which could require additional financial and management resources.

If our operating and financial performancein any given period does not meet any guidance that we provide to the public, the market price of our common stock may decline.

We may, but are notobligated to, provide public guidance on our expected operating and financial results for future periods. Any such guidance will becomprised of forward-looking statements subject to the risks and uncertainties described in this Offering Circular and in our otherpublic filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided,especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do notmeet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the marketprice of our common stock may decline. Even if we do issue public guidance, there can be no assurance that we will continue to do soin the future.

Anti-takeover provisions in ourcharter documents, and under Delaware law, could make an acquisition of our company more difficult, limit attempts by our stockholdersto replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restatedcertificate of incorporation, as amended (“Charter”), and amended and restated bylaws, as amended (“Bylaws”),may have the effect of delaying or preventing a change of control or changes in our management. Our Charter and Bylaws include provisionsthat:

These provisions may frustrate or preventany attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace membersof our board of directors, which is responsible for appointing the members of our management. In addition, we are governed by the provisionsof Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporationfrom engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three yearsfollowing the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limitthe price that investors might be willing to pay in the future for shares of our common stock, and they could deter potential acquirersof our company, thereby reducing the likelihood that you would receive a premium for your shares of our common stock in an acquisition.

Our Charter and Bylaws provide thatthe Court of Chancery of the State of Delaware or the federal district court for the District of Delaware will be the exclusive forumfor certain disputes between us and our stockholders, which could result in increased costs for our stockholders to bring a claim andcould limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Charter and Bylaws providethat, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State ofDelaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District ofDelaware or other state courts of the State of Delaware) is the exclusive forum for (i) any derivative action or proceeding broughton our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer,employee or agent of the Company to the Company or our stockholders, creditors or other constituents; (iii) any action asserting aclaim against us arising pursuant to the Delaware General Corporation Law, our Charter or our Bylaws; (iv) any action to interpret,apply, enforce or determine the validity of our Charter or our Bylaws; or (v) or any action asserting a claim against us that isgoverned by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforceany liability or duty created by the Securities Act, Exchange Act or any other claim for which the federal courts have exclusivejurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action forlack of subject matter jurisdiction, or the Company consents in writing to the selection of an alternative forum, such action may bebrought in another state or federal court sitting in the State of Delaware. Our Charter and Bylaws also provide that the federaldistrict courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause ofaction against us or any of our directors, officers, employees or agents and arising under the Securities Act or Exchange Act.Nothing in our Charter or Bylaws preclude stockholders that assert claims under the Exchange Act from bringing such claims in stateor federal court, subject to applicable law.

We believe these provisions may benefitus by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable,particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to otherforums and protection against the burdens of multi-forum litigation. However, this choice of forum provision could result in increasedcosts for our stockholders to bring a claim and could may limit a stockholder’s ability to bring a claim in a judicial forum thatit finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuitswith respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws andthe rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisionsto be inapplicable or unenforceable. While the Delaware courts have determined that such choice of forum provisions are facially valid,a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and therecan be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find the choiceof forum provision that will be contained in our Charter and Bylaws to be inapplicable or unenforceable in an action, we may incur additionalcosts associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Purchasers in the offering willsuffer immediate dilution.

If you purchase Offered Shares (or Pre-Funded Warrantsin lieu thereof) in this offering, the value of your shares based on our pro forma net tangible book value will immediately be less thanthe offering price you paid. This reduction in the value of your equity is known as dilution. At an assumed public offering price of $3.00per share, which represents the high end of the offering price range herein, purchasers of common stock in this offering will experienceimmediate dilution of approximately $1.24 per share, representing the difference between the assumed public offering price per share inthis offering and our pro forma net tangible book value per share as of June, 30, 2024, after giving effect to this offering, and afterdeducting estimated offering expenses, including placement agent fees, payable by us. See “Dilution.”

You may experience future dilutionas a result of future equity offerings or acquisitions.

In order to raise additionalcapital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for ourcommon stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in anyfuture offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasingshares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additionalshares of our common stock, or securities convertible or exchangeable into our common stock, in future transactions or acquisitions maybe higher or lower than the price per share paid by investors in this offering.

In addition, we may engagein one or more potential acquisitions in the future, which could involve issuing our common stock as some or all of the considerationpayable by us to complete such acquisitions. If we issue common stock or securities linked to our common stock, the newly issued securitiesmay have a dilutive effect on the interests of the holders of our common stock. Additionally, future sales of newly issued shares usedto effect an acquisition could depress the market price of our common stock.

This is a “best efforts”offering; no minimum amount of Offered Shares is required to be sold, and we may not raise the amount of capital we believe is requiredfor our business.

There is no required minimumnumber of Offered Shares (or Pre-Funded Warrants) that must be sold as a condition to completion of this offering. Because there is nominimum offering amount required as a condition to the closing of this offering, the actual offering amount, and proceeds to us are notpresently determinable and may be substantially less than the maximum amounts set forth in this Offering Circular. We may sell fewer thanall of the Offered Shares (or Pre-Funded Warrants) offered hereby, which may significantly reduce the amount of proceeds received by us,and investors in this offering will not receive a refund in the event that we do not sell an amount of Offered Shares (or Pre-Funded Warrants)sufficient to pursue the business goals outlined in this Offering Circular. Thus, we may not raise the amount of capital we believe isrequired for our business and may need to raise additional funds, which may not be available or available on terms acceptable to us. Despitethis, any proceeds from the sale of the Offered Shares (or Pre-Funded Warrants in lieu thereof) offered by us will be available for ourimmediate use, and because there is no escrow account and no minimum offering amount in this offering, investors could be in a positionwhere they have invested in us, but we are unable to fulfill our objectives due to a lack of interest in this offering.

Our management will have broaddiscretion over the use of the net proceeds from this offering.

We currently intend touse the net proceeds from the sale of Offered Shares (or Pre-Funded Warrants in lieu thereof) under this offering for marketing and advertisingexpenses and general corporate purposes, including working capital. We have not reserved or allocated specific amounts for any of thesepurposes and we cannot specify with certainty how we will use the net proceeds. See “Use of Proceeds”. Accordingly, our managementwill have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investmentdecision, to assess whether the proceeds are being used appropriately. We may use the net proceeds for corporate purposes that do notincrease our operating results or market value.

DILUTION

If you invest in our commonstock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offeringprice per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

Our historical net tangiblebook value as of June 30, 2024, was $4.19 million, or $0.68 per share of common stock based on 6,183,592 shares of common stock outstandingas of June 30, 2024. Historical net tangible book value per share is calculated by subtracting our total liabilities from our total tangibleassets, which is total assets less intangible assets, and dividing this amount by the number of shares of common stock outstanding asof such date.

After giving further effectto the assumed sale by us of the Offered Shares at an assumed public offering price of $3.00 per share (which represents the high endof the offering price range herein), and after deducting estimated offering expenses, including placement agent fees payable by us, ourpro forma net tangible book value as of June 30, 2024 would have been approximately $22.64 million or $1.76 per share of common stock.This represents an immediate increase in the net tangible book value of $1.08 per share to our existing stockholders and an immediateand substantial dilution in net tangible book value of $1.24 per share to new investors. The following table illustrates this hypotheticalper share dilution:

A $0.10 increase (decrease)in the assumed public offering price of $3.00 per Offered Share, would increase (decrease) the pro forma net tangible book value per shareby $0.05, and increase dilution to new investors by $0.05 per share, in each case assuming that the number of Offered Shares offered byus, as set forth on the cover page of this Offering Circular, remains the same and after deducting estimated offering expenses payableby us, including placement agent fees.

The pro forma informationdiscussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment basedon the actual public offering price of our Offered Shares and other terms of this offering determined at pricing.

The number of shares of commonstock outstanding as of June 30, 2024, as shown above, is based on 6,183,592 shares of common stock issued and outstanding as of thatdate and excludes:

USE OF PROCEEDS

The table below sets forth the estimated proceedswe would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Offered Shares at an assumed per share price of$3.00, which represents the high end of the offering price range herein. There is, of course, no guaranty that we will be successful inselling any of the Offered Shares (or Pre-Funded Warrants in lieu thereof) in this offering.

We intend to use the net proceeds from thisoffering for working capital and general corporate purposes, which may include operating expenses, research and development, and pendingand future acquisitions. We have not determined the amount of net proceeds to be used specifically for any of such purposes.

Although we may, from time to time, evaluatepotential strategic investments and acquisitions, we do not have any definitive agreements in place to make any such acquisitions at thiscurrent time.

Our expected use of net proceeds from thisoffering and our existing cash and cash equivalents represents our intentions based upon our current plans and business conditions, whichcould change in the future as our plans and business conditions evolve. As a result, we cannot predict with any certainty our use of thenet proceeds from this offering or the amounts that we will actually spend on each area of use set forth above. Our management will retainbroad discretion over the allocation of the net proceeds from this offering. Accordingly, we will have discretion in the application ofthe net proceeds, and investors will be relying on our judgment regarding the application of the proceeds of this offering.

Pending our use of the net proceeds fromthis offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade,interest-bearing instruments and U.S. government securities.

In the event we do not obtainthe entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowingfunds. Currently, we do not have any committed sources of financing.

PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 6,666,667 OfferedShares on a “best-efforts” basis, at a fixed price of $1.00 to $3.00 per Offered Share (to be fixed by post-qualificationsupplement). There is no minimum purchase requirement for investors in this offering. This offering will terminate at the earliest of(a)the date on which the maximum offering has been sold, (b)the date which is one year from this offering being qualifiedby the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

We are also offering to thosepurchasers, if any, whose purchase of Offered Shares in this offering would otherwise result in such purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding sharesof common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses,pre-funded warrants (“Pre-Funded Warrants”) in lieu of the Offered Shares that would otherwise result in such purchaser’sbeneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The purchaseprice of each Pre-Funded Warrant will be equal to the public offering price per Offered Shares sold in this offering minus $0.001, theexercise price per share of common stock of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercisedat any time until all of the Pre-Funded Warrants are exercised in full.

For each Pre-Funded Warrantwe sell, the number of Offered Shares we are offering will be decreased on a one-for-one basis. The shares of common stock issuable fromtime to time upon exercise of the Pre-Funded Warrants are also being offered by this Offering Circular.

There is no minimum numberof Offered Shares (or Pre-Funded Warrants in lieu thereof) that we are required to sell in this offering. All funds derived by us fromthis offering will be immediately available for use by us, in accordance with the uses set forth in the section entitled “Use of Proceeds” of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will bereturned once an investor’s subscription agreement has been accepted by us.

The Securities will be offered by Maxim Group LLC,a broker-dealer registered with the SEC and a member of FINRA (“Maxim,” or the “Placement Agent”), on a “bestefforts” basis pursuant to the placement agency agreement to be entered into between us and Maxim, which we refer to as the “PlacementAgent Agreement”. Pursuant to the Placement Agent Agreement, we will pay the Placement Agent, concurrently with each closing ofthis offering, a cash placement fee equal to 7.0% of the gross proceeds of such closing. In addition, we will also pay the Placement Agentup to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses out of the proceeds of the initial closing and upto $10,000 for fees and expenses of legal counsel and other out-of-pocket expenses out of each subsequent closing.

We or the Placement Agent may also ask other FINRAmember broker-dealers that are registered with the SEC to participate as soliciting dealers for this offering.

Procedures for Subscribing

If you are interested insubscribing for Securities in this offering, please submit a request for information by e-mail to Syndicate Department at Maxim GroupLLC at: syndicate@maximgrp.com; all relevant information will be delivered to you by return e-mail. Thereafter, should you decide to subscribefor Securities, you are required to follow the procedures described in the subscription agreement included in the delivered information,which are:

• Electronicallyexecute and deliver to us a subscription agreement; and

• Deliver funds directlyby check or by wire or electronic funds transfer via ACH to our specified bank account.

Right to Reject Subscriptions

After we receive your complete,executed subscription agreement and the funds required under the subscription agreement have been transferred to us, we have the rightto review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies fromrejected subscriptions immediately to you, without interest or deduction.

State Law Exemption and Offerings to “QualifiedPurchasers”

The Offered Shares are beingoffered and sold to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuantto Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certainstate filing requirements and anti-fraud provisions, to the extent that the Offered Shares offered hereby are offered and sold only to“qualified purchasers”.

“Qualified purchasers”include any person to whom securities are offered or sold in a Tier 2 offering pursuant to Regulation A under the Securities Act. We reservethe right to reject any investor’s subscription in whole or in part for any reason, including if we determine, in our sole and absolutediscretion, that such investor is not a “qualified purchaser” for purposes of Regulation A. We intend to offer and sell theOffered Shares to qualified purchasers in every state of the United States.

Issuance of Offered Shares

Upon settlement, that is,at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will eitherissue such investor’s purchased Offered Shares in book-entry form or issue a certificate or certificates representing such investor’spurchased Offered Shares.

Transferability of the Offered Shares

The Offered Shares will begenerally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Listing of Offered Shares

The Offered Shares will belisted on The Nasdaq Capital Market under the symbol “TIVC.”

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stockconsists of 200,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 parvalue per share.

As of August 12, 2024, there are 6,183,592 sharesof common stock outstanding, and zero shares of preferred stock outstanding.

In addition, as of August 12, 2024, there were outstandingoptions to purchase 66,367 shares of our common stock and outstanding warrants to purchase 12,022,897 shares of our common stock outstanding.

This description is intended to be a summaryand is qualified in its entirety by reference to our Charter and Bylaws, which are filed as exhibits to this Offering Circular.

Common Stock

Voting Rights

Holders of our common stock are entitledto one vote for each share of common stock held of record for the election of our directors and all other matters requiring stockholderaction, except with respect to amendments to our Charter to alter or change the powers, preferences, rights or other terms of any outstandingpreferred stock if the holders of such affected series of preferred stock are entitled to vote on such an amendment. Holders of our commonstock do not have cumulative voting rights. In the case of election of directors, all matters to be voted on by our stockholders mustbe approved by a plurality of the votes entitled to be cast by all shares of common stock. Accordingly, the holders of a majority of theoutstanding shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election,if they so choose, other than any directors that holders of any preferred stock we may issue may be entitled to elect. Except as otherwiseprovided by our Charter, Bylaws, the rules or regulations of any stock exchange applicable to the Company, or applicable law or pursuantto any regulation applicable to the Company or its securities, all other matters presented to our stockholders at a duly called or convenedmeeting, at which a quorum is present, shall be decided by the affirmative vote of the majority of shares present in person or representedby proxy at the meeting and entitled to vote on the subject matter.

Dividends

Dividends may be declared and paid onshares of our common stock as and when determined by our board of directors, subject to any preferential dividend or other rights of anythen outstanding preferred stock and to the requirements of applicable law. Subject to preferences that may apply to any shares of preferredstock outstanding at the time, the holders of our common stock will be entitled to share equally, identically and ratably in any dividendsthat our board of directors may determine to issue from time to time.

Liquidation Rights

In the event of any voluntary or involuntaryliquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets thatare legally available for distribution to stockholders after payment of our debts and other liabilities. If we have any preferred stockoutstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either suchcase, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders ofour common stock.

Other Rights

Our stockholders have no preemptive, conversionor other rights to subscribe for additional shares, and there are no redemption or sinking funds provisions applicable to the common stock.The rights, preferences and privileges of the holders of our common stock will be subject to, and may be adversely affected by, the rightsof the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Preferred Stock

No series of preferred stock are currentlydesignated, and there are no shares of preferred stock currently outstanding. Under the terms of our Charter, our board of directors hasthe authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series,to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights,preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, andto increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize theissuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holdersof the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporatepurposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affectthe market price of the common stock and the voting and other rights of the holders of common stock. We have no current plans to issueany shares of preferred stock.

Anti-Takeover Effects of DelawareLaw and Our Charter and Bylaws

Certain provisions of Delaware law, aswell as our Charter and Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party fromacquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practicesand inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to firstnegotiate with our Board. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendlyor unsolicited acquirer outweigh the disadvantages of discouraging such proposals, including proposals that are priced above the then-currentmarket value of our common stock, because, among other reasons, such negotiation could result in an improvement of the terms of such proposals.

Charter and Bylaws

Certain provisions set forth in our Charter,Bylaws, and in Delaware law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, deter or preventa tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might resultin a premium being paid over the market price for the shares held by stockholders.

Classified Board of Directors

Our Board is divided into three classesserving three-year terms, with one class being elected each year by a plurality of the votes cast by the stockholders entitled to voteon the election.

Proposals of business and nominations.

Our Bylaws generally regulate proposalsof business and nominations for election of directors by stockholders. In general, Section 2.5 requires stockholders intending to submitproposals or nominations at a stockholders meeting to provide the Company with advance notice thereof, including information regardingthe stockholder proposing the business or nomination as well as information regarding the proposed business or nominee. Sections 2.4 and2.5 provides a time period during which business or nominations must be provided to the Company that will create a predictable windowfor the submission of such notices, eliminating the risk that the Company finds a meeting will be contested after printing its proxy materialsfor an uncontested election and providing the Company with a reasonable opportunity to respond to nominations and proposals by stockholders.

Blank Check Preferred Stock.

Our Board has the right to issue preferredstock in one or more series and to determine the designations, rights, preferences of such preferred stock without stockholder approval.

Board Vacancies.

Our Bylaws generally provide that onlyour Board (and not the stockholders) may fill vacancies and newly created directorships.

While the foregoing provisions of ourCharter, Bylaws and Delaware law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuityand stability in the composition of the Board and in the policies formulated by the Board, and to discourage certain types of transactionsthat may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerabilityto an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights.However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence,they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts.Such provisions also may have the effect of preventing changes in our management.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section203 of the Delaware General Corporation Law (“Section 203”) regulating corporate takeovers. In general, Section 203 prohibitsa publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholderfor a period of three years following the date the person became an interested stockholder unless:

Generally, a business combination includesa merger, asset, stock sale or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholderis a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholderstatus, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of Section 203 to have an anti-takeover effect with respect to transactions our Board does not approve in advance. We also anticipate that Section 203 may discouragebusiness combinations or other attempts that might result in a premium over the market price for the shares of common stock held by ourstockholders.

Listing

Our common stock is listed on the NasdaqCapital Market under the ticker symbol “TIVC.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stockis Equiniti Trust Company. The transfer agent’s principal business address is 90 Park Avenue, 25th Floor, New York, NY 10016, andits telephone number is 800-468-9716.

DESCRIPTION OF SECURITIES WE ARE OFFERING

We are offering an aggregate of 6,666,667 shares of our common stock and/or Pre-Funded Warrants to purchase shares of our common stock. We are also registering the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants offered hereby.

Common Stock

The material terms and provisions of our commonstock and each other class of our securities which qualifies or limits our common stock are described under the caption “Description of Capital Stock” in this Offering Circular.

Pre-FundedWarrants

The followingsummary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and issubject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrants, the form of which is filed as anexhibit to this Offering Circular. Prospective investors should carefully review the terms and provisions of the form ofPre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

Duration and Exercise Price

Each Pre-FundedWarrant offered hereby will have an initial exercise price equal to $0.0001 per share of common stock.ThePre-FundedWarrants will be exercisable immediately, and may be exercised at any time untilthePre-FundedWarrants are exercised in full. The exercise price and number of shares of common stock issuable uponexercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reorganizations or similarevents affecting shares of our common stock and the exercise price.

Exercisability

ThePre-FundedWarrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise noticeand within the earlier of (i) two trading days and (ii)the number of trading days comprising the standard settlementperiod with respect to the shares of common stock as in effect on the date of delivery of the notice of exercise thereafter, paymentin full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise asdiscussed below). A holder may not exercise any portion of thePre-FundedWarrant to the extent that the holder, togetherwith its affiliates and any other persons acting as group together with any such persons, would own more than 4.99% (or, at theelection of the purchaser, 9.99%) of the number of shares of our common stock outstanding immediately after exercise (the“Beneficial Ownership Limitation”); provided that a holder with Beneficial Ownership Limitation of 4.99%, upon notice touse and effective 61 days after the date such notice is delivered to us may increase the Beneficial Ownership Limitation so long asit in no event exceeds 9.99% of the number of ordinary shares outstanding immediately after exercise.

Cashless Exercise

ThePre-Funded Warrants may also be exercised, in whole or in part, at any time by means of “cashless exercise” inwhich the holder shall be entitled to receive upon such exercise (either in whole or in part) the net number of shares of commonstock determined according to a formula set forth in the Pre-Funded Warrants, which generally provides for a number of shares ofcommon stock equal to (A)(1) the volume weighted average price on (x) the trading day preceding the notice of exercise, if thenotice of exercise is executed and delivered on d ay that is not a trading day or prior to the opening of “regular tradinghours” on a trading day or (y)the trading day of the notice of exercise, if the notice of exercise is executed anddelivered after the close of “regular trading hours” on such trading day, or (2)the bid price on the day of thenotice of exercise, if the notice of exercise is executed during “regular trading hours” on a trading day and isdelivered within two hours thereafter, less (B)the exercise price, multiplied by (C)the number of shares of common stockthe Pre-Funded Warrant was exercisable into, with such product then divided by the number determined under clause (A)in thissentence.

Fractional Shares

No fractional shares of common stock will beissued upon the exercise of thePre-FundedWarrants. Rather, we will, at our election, either pay a cash adjustment in respectof such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole shares of commonstock.

Transferability

Subject to applicable laws, aPre-FundedWarrantmay be transferred at the option of the holder upon surrender of thePre-FundedWarrant to us together with the appropriateinstruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

Trading Market

There is no trading market available for thePre-FundedWarrantson any securities exchange or nationally recognized trading system. We do not intend to list thePre-FundedWarrants on anysecurities exchange or nationally recognized trading system. The shares of common stock issuable upon exercise of thePre-FundedWarrantsare currently listed on The Nasdaq Capital Market under the symbol “TIVC.”

Rights as a Shareholder

Except as otherwise provided in thePre-FundedWarrantsor by virtue of such holder’s ownership of the underlying shares of common stock, the holders of thePre-FundedWarrantsdo not have the rights or privileges of holders of shares of our common stock, including any voting rights, until they exercise theirPre-FundedWarrants.

Fundamental Transaction

In the event of a fundamental transaction, asdescribed in thePre-FundedWarrants and generally including any reorganization, recapitalization or reclassification of ourshares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidationor merger with or into another person, the acquisition of more than 50% of our outstanding shares of our common stock, the holders ofthePre-FundedWarrants will be entitled to receive upon exercise of thePre-FundedWarrants the kind and amount ofsecurities, cash or other property that the holders would have received had they exercised thePre-FundedWarrants immediatelyprior to such fundamental transaction.

BUSINESS

Business Overview

Tivic Health is a health tech companyfocused on bioelectronic medicine. Bioelectronic medicine is a branch of the global neuromodulation market that treats disease and conditionsby modulating the electrical signals carried along various nerve pathways. The field grew out of the neuromodulation industry and relied,historically, on implantable devices (e.g., pacemakers, spinal implants, deep brain stimulators). IDTechEx has identified several fast-growingareas in the bioelectronic medicine field, including peripheral nerve stimulation, which it has indicated is forecasted to grow at a 35%CAGR from 2019 through 2029. Tivic currently has two non-invasive bioelectronic platforms designed to deliver therapeutic benefits viamanipulation of such signals without the use of traditional implanted technology.

Platforms

Tivic has developed two complementaryplatforms. Tivic’s first commercial platform is a handheld design that interfaces non-invasively with the trigeminal, sympathetic,and other facial and cranial nerve structures. This platform is the basis for Tivic’s existing product, currently marketed withFDA approval as ClearUP Sinus Pain Relief for the treatment of sinus pain and congestion.

The second platform is a research-stageplatform directed to vagus nerve stimulation, which is currently undergoing clinical evaluation. We received the final data analysis forour pilot clinical study with The Feinstein Institutes for Medical Research in the beginning of May 2024, and the final data analysisresults were publicly announced by the Company on May 8, 2024. See the section of this Offering Circular entitled “Recent Developments,”below, for additional information regarding the final data results.

First Commercial Product

Tivic Health currently markets one commercialproduct under the brand name “ClearUP Sinus Pain Relief.” ClearUP is built on our patented, handheld neuromodulation designand was developed by Tivic Health for the treatment of sinus and allergy-related conditions. It uses ultra-low current electrical wavesto relieve sinus pain and congestion symptoms that are prevalent in nasal allergies, sinus infections, chronic sinusitus, cold and fluand other disease conditions. ClearUP had U.S. FDA approval for the treatment of sinus pain and congestion, and is the first FDA-approvedbioelectronic treatment of the foregoing indications. Additionally, ClearUP has E.U. CE Mark approval for the treatment of sinus pain,pressure and congestion.

The FDA initially provided clearanceto our ClearUP product under a 510(k) as an allergy treatment in January

2019. The FDA granted ClearUP a subsequentDe Novo clearance in March 2021, which expanded ClearUP’s label, enabling marketing of ClearUP for allergies, sinusitis, cold, flu,and any inflammatory condition involving congestion.

A 2023 study with over 2,000 representativeconsumers conducted by Intellego Insights (commissioned by Tivic Health) identified that approximately 85 million U.S. adults experienceinflammation-related symptoms related to allergies, congestion, head pain, and sinus issues. Of the consumers that participated in thestudy, 58% of sufferers try to avoid medication, if at all possible.

Customers can purchase ClearUP productsdirectly from Tivic via our own website and through major online stores, including Amazon, Walmart, BestBuy, FSAStore and HSA Store. TheCompany has also entered distribution agreements with McKesson, Cardinal Health and Amerisource Bergen.

A sham-controlled clinical trial is inprogress with the Icahn School of Medicine at Mount Sinai, to extend the use of Tivic’s handheld monopolar platform to the managementof pain resulting from functional endoscopic sinus surgery and other facial surgeries. If successful, the Company may develop additionalproducts addressing this clinical use case, which would require new regulatory clearances for a novel indication.

We have also previously evaluatedthe market opportunity for use of ClearUP as part of a migraine treatment toolkit. While we believe that both clinical and market rationaleare positive for such use, we have, for the time being, determined to down-prioritize any clinical studies of migraine-related indicationsbased on the aggressive competition among entrenched incumbents and limited uptake, to date, of existing devices for the treatment and/or prevention of migraine.

Expanding Our Technology Portfolio

Tivic has also developed a proprietarynon-invasive approach to precision vagus nerve stimulation (“VNS”) based on our experience building evidence-based bioelectronictherapies. The vagus nerve is the tenth cranial nerve and the longest autonomic nerve in the body. The vagus nerve is responsible forregulating several bodily functions including digestion, heart rate, breathing, cardiovascular activity, and visceral reflexes. Sincethe vagus nerve regulates many organ systems associated with chronic disease, modulating activity in this nerve pathway is of significantinterest in academic research and in industry.

Electrical VNS is currently indicatedfor treatment-resistant epilepsy and depression, cluster headache, migraine headache, and stroke rehabilitation and is being studied forother neurological, cardiac, and immune conditions. Currently, there are both invasive implantable VNS devices and non-invasive VNS devicesin market. There is room for meaningful improvement in how VNS devices can be used to more precisely target and stimulate the vagus nerveto achieve intended biological and clinical outcomes.

Our approach to non-invasive VNS aimsto leverage improvements in engineering, circuitry, and stimulation parameters to augment efficacy and reliability compared to the currentstate of the art. We have conducted proof of principle experiments demonstrating effects on the autonomic nervous system and have initiateda clinical research program with The Feinstein Institute for the Bioelectronic Medicine at Northwell Health to further characterize theautonomic, cardiovascular, and neurological effects of our intervention.

Given our deep expertise and relationshipsin the field of bioelectronic medicine and adjacent diagnostic fields, we are continuously monitoring and evaluating options to add complementaryproduct opportunities into our product portfolio.

Recent Developments

ALOM Agreement Termination

Effective August 1, 2024, we terminated theFulfillment Services Agreement with ALOM Technologies Corporation (“ALOM”) on November 25, 2022, as amended on March 5, 2024(the “ALOM Agreement”), pursuant to which ALOM provided, on a non-exclusive basis, certain assembly, procurement, storage, returns,and fulfillment services (collectively, the “Services”) to our end customers and retailers within the United States. Weterminated the ALOM Agreement for convenience, in accordance with the terms of the ALOM Agreement, in furtherance of our efforts to continueto reduce both direct and indirect costs associated with product manufacturing and distribution. We did not incur any material early terminationpenalties in connection with the termination of the ALOM Agreement. We are now utilizing third-party logistics and storage services fromalternate suppliers without material minimums and have established in-house assembly and testing capabilities. We completed the transitionwith no disruptions to service and foresees current capacity will be sufficient to meet demand for the foreseeable future.

Business Updates

May 2024 Public Offering

On May 13, 2024, we sold an aggregate of (i) 4,710,000shares of common stock, (ii) Series A warrants to purchase up to 4,710,000 shares of common stock and (iii) Series B warrants to purchaseup to 7,065,000 shares of common stock to certain investors in a registered public offering at a combined public offering price of $0.85per share and accompanying warrants. We also issued Maxim Group LLC, who served as the placement agent for the offering, warrants to purchase188,400 shares of common stock as partial compensation for services rendered in connection with the offering. The securities were registeredpursuant to the registration statement on Form S-1 (File No. 333-278383), which was initially filed with the Securities and Exchange Commission(the “SEC”) on March 29, 2024, and amended on April 29, 2024 and May 8, 2024, and declared effective on May 9, 2024.

We received gross proceeds from the offering of approximately$4.0 million, before deducting placement agent fees and other estimated offering expenses payable by the Company. Net proceeds to theCompany from the Offering, after deducting the placement agent fees and expenses and estimated offering expenses (excluding proceeds tothe Company, if any, from the future exercise of the warrant issued in connection with the offering), were approximately $3.5 million.See Note 13 to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional informationregarding this offering.

VNS Clinical Research

On May 8, 2024, we announced the final results of our pilot research study with The Feinstein Institutes for Medical Research. Through this collaboration, we have confirmed the effectiveness of our patent-pending non-invasive cervical vagus nerve stimulation (“ncVNS”) approach, which induces responses in the autonomic, cardiac, and central nervous systems and can be expected to have clinical utility in several major disease areas.

Previous studies of non-invasive VNS devices havereported mixed results regarding autonomic nervous system changes. The magnitude of our ncVNS data imply potential for greater clinicaleffects and enhanced reproducibility. While these results were in healthy subjects, the data suggest our ncVNS approach may have clinicalutility in several patient populations including those with epilepsy, post-traumatic stress disorder, and ischemic stroke, among others.

On May 17, 2024, we entered into a Collaboration andResearch Support Agreement with The Feinstein Institutes for Medical Research, pursuant to which we will collaborate with The FeinsteinInstitutes for Medical Research in the development and drafting of a protocol (the “Protocol”) to advance a research programdesigned to test Autonomic Nervous System (“ANS”) function and/or balance in healthy able-bodied individuals in response toneuromodulation of the ANS by our neurostimulation device, by leveraging and augmenting the NDS Lab’s multi-modal index to quantifythe activation status of the ANS during various of clinically relevant tests, and to submit such Protocol and the research study describedtherein (the “Study”) for institutional and IRB approval. If the Protocol and Study are approved, the Study shall be implementedpursuant to the Protocol and shall be governed by the terms of the agreement. Total length of the project is expected to be one year.

Pursuant to the agreement, we shall be responsiblefor participant reimbursement and the full time equivalents involved in acquiring IRB approval, recruiting and performing the experiments,and analyzing all the data and development of all algorithms, as more particularly set forth in the Agreement. Payments will be made bythe Company upon completion of the following milestones:

Lease Termination

On May 21, 2024, we entered into a Sublease TerminationAgreement (the “Termination Agreement”) with Czarnowski Display Service, Inc. (“CDS”), pursuant to which we terminatedthat certain Sublease Agreement, by and between the Company and CDS, dated as of November 17, 2021 (the “Sublease”), effectiveas of May 31, 2024 (the “Termination Date”). Prior to the Termination Date, we leased approximately 9,091 square feet of officespace located at 25821 Industrial Boulevard, Suite 100, Hayward, California (the “Premises”) under the Sublease, which servedas our principal place of business.

In exchange for the early termination of the Subleasepursuant to the Termination Agreement, we made a one-time termination payment to CDS in the amount of $44,480.44. Additionally, in connectionwith the termination, we agreed to pay (i) all commissions owned to any broker in connection with the sublease of the Premises by CDSto the new sublessee, and (ii) any fees or expenses charged by the owner of the Premises in connection with its review of the new subleaseagreement with the new sublessee.

We expect that the termination of the Sublease willresult in a reduction of approximately $200,000 in lease expense over the next year and a half.

New Principal Place of Business

On May 30, 2024, we entered into a Co-Working SpaceAgreement, pursuant to which we rent office space located at 47685 Lakeview Blvd., Fremont, California, which will serve as our principalplace of business, for a total $1,000 a month. The agreement has an initial term of six months, commencing June 1, 2024, after which itwill automatically renew on a month to month basis until terminated.

Appointment of Christina Valauri to the Board

On June 17, 2024, our board of directors (the “Board”)appointed Christina Valauri as a director of the Company, effective July 1, 2024, to fill a vacancy in the Class I class of directorsof the Board. Additionally, Ms. Valauri was appointed to serve as a member of the Compensation Committee, Audit and Risk Committee andNominations and Corporate Governance Committee of the Board, and replaced Karen Drexler as chairperson of the Nominations and CorporateGovernance Committee, in each case effective July 1, 2024. Ms. Drexler continues to serve as a member of the Nominations and CorporateGovernance Committee.

Resignation of Karen Drexler from the Board

On June 17, 2024, Karen Drexler tendered her resignationfrom the Board and each of the Compensation Committee, Audit and Risk Committee and Nominations and Corporate Governance Committee thereof,in each case effective September 30, 2024. Ms. Drexler’s decision to resign from her positions as a director on the Company’sBoard was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices,and it is expected that Ms. Drexler will continue to serve as an advisor to the Company and the Board after her resignation is effective.

Nasdaq Compliance

On June 28,2024, we received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)notifying us that, because the closing bid price for our common stock was below $1.00 per share for 33 consecutive business days, we arenot currently in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth inNasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notification had no immediate effect on thelisting of our common stock on the Nasdaq Capital Market, and, therefore, our listing remains fully effective.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A),we have a period of 180 calendar days from June 27, 2024, or until December 26, 2024, to regain compliance with the Minimum Bid PriceRequirement. If at any time before December 26, 2024, the closing bid price of our common stock closes at or above $1.00 per share fora minimum of 10 consecutive business days, Nasdaq will provide written notification that we have achieved compliance with the MinimumBid Price Requirement, and the matter would be resolved. If we do not regain compliance during the compliance period ending on December26, 2024, then Nasdaq may grant us a second 180 calendar day grace period to regain compliance, provided we (i) meet the continued listingrequirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other thanthe minimum closing bid price requirement, and (ii) we notify Nasdaq of our intent to cure the deficiency.

We intend to continue actively monitoringthe closing bid price for our common stock between now and December 26, 2024, and will consider available options to resolve the deficiencyand regain compliance with the Minimum Bid Price Requirement. If we do not regain compliance within the allotted compliance period, includingany extensions that may be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting. We wouldthen be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that we will regain compliance withthe Minimum Bid Price Requirement during the 180 day compliance period, secure a second period of 180 calendar days to regain compliance,or maintain compliance with the other Nasdaq listing requirements.

Market Opportunity

In December 2021, Precedence Researchnoted that the burden of various chronic diseases and infections is growing and so have people’s healthcare expenditures. In 2018,the per capita healthcare expenditure in the U.S. was over $10,500. U.S. health care spending grew 4.1 percent in 2022, reaching $4.5trillion, or $13,493 per person.

Grand View Research projects that thenon-invasive electroceutical devices segment will witness the highest growth through 2030. This is due to technological advancements andrising investments in research and development by companies for innovative product development.

Additionally, according to Mintel GroupLtd., over-the-counter allergy, cough, cold and flu treatments were projected to be an $11.1 billion market by 2025 in the U.S. alone.

The FDA provided clearance to our ClearUPproduct under a 510(k) for the temporary relief of sinus pain associated with allergic rhinitis in January 2019. As a treatment for allergy-relatedsinus pain, we believe that the available market for ClearUP is approximately 45 million U.S. adults.

The FDA then granted ClearUP a subsequentDe Novo clearance in March 2021 for the temporary relief of moderate to severe congestion, expanding ClearUP’s label and enablingmarketing of ClearUP for allergies, sinusitis, cold, flu, and any inflammatory condition involving congestion. As a treatment for moderateto severe congestion, we believe the available target market for ClearUP is approximately 85 million U.S. adults.

We have also received a CE Mark for internationalmarketing of ClearUP. The CE Mark for ClearUP covers a broad set of conditions related to sinonasal inflammation with the symptoms pain,pressure and congestion. The CE Mark allows sales in European Union Member states and certain other countries that recognize the CE Markfor regulatory governance. We believe that there are international opportunities for the sale of ClearUP.

In clinical research studies pertainingto ClearUP:

⁽¹⁾ Data from a 71-person randomized controlled study conducted by a third-party academic research center.

⁽²⁾ Data from a 30-person open label trial conducted by a third-party clinical research organization.

In 2023, we completed, with IntellegoIntelligence, a 2000-person market segmentation study that identified the following addressable markets in the United States, based onthe Company’s current pricing structure for ClearUP:

Sales and Marketing

ClearUP is sold directly to consumersthrough our own website, Amazon, and Walmart. We also sell to major online retailers, such as BestBuy and FSAStore. In 2023, we also enteredinto distribution agreements with Cardinal Health and AmerisourceBergen, and subsequently, in 2024, established a relationship with McKesson-affiliate Simply Medical. Expansion of our ClearUP sales channels has been gradual and measured to maintain pricing integrity, cultivateconsumer acceptance and establish strong channel relationships.

Our marketing strategy is built aroundcustomer segments, whose buying decisions may be driven by differentiated messages. We reach and convert our customers for ClearUP througha combination of press releases, advertising, retargeting and emails.

In Q4 of 2023, we also partnered withIn-Step on a trial physician education program, reaching 2,500 physicians over four months with information about bioelectronic medicine,the clinical efficacy of ClearUP, and patient education materials.

Core Technology

Our technology combines proprietary algorithms,programmable stimulation parameters, and a patented delivery mechanisms to modulate nerve signals. We are researching the utility of thisstimulation approach for other clinical conditions.

Tivic currently has two non-invasive bioelectronicplatforms designed to deliver therapeutic benefits via manipulation of such signals without the use of traditional implanted technology,one of which has been commercialized to date.

Key elements of our current commercialplatform include:

This combination creates a platformfor non-invasively influencing peripheral activity in the facial region with an ultra-low current level.

Numerous inflammatory conditions are associatedwith trigeminal and peripheral nerve activity of the face, including:

Each of these applications wouldinvolve regulation of pain and inflammation-related mediators like those seen in sinus and nasal inflammation.

Our second platform is a research-stage platform directedto vagus nerve stimulation, which is currently undergoing clinical evaluation in partnership with The Feinstein Institutes for MedicalResearch. Multiple acute and chronic conditions could be the target for our non-invasive vagus nerve treatment platform, including:

We believe that this non-invasive, low-risknature of Tivic’s approach to bioelectronic medicine has the potential to accelerate new product development by: (i) extending thedevice platforms to other clinical areas, thereby reducing research and development time, and (ii) continuing to benefit from low-risknon-invasive device designations and regulatory pathways by the FDA, which typically result in shorter time to approval when comparedwith invasive devices or new drugs. Although it is our intention to bring new products to market, medical device development is inherentlyuncertain and there is no guarantee that our research and development efforts will lead to approved products for other clinical indications.

Competitive Landscape

Pharmaceutical Treatments

Sinus pain, pressure and congestion canbe caused by allergic rhinitis (allergies), rhinosinusitis, sinus infections, cold and flu and are most often treated with over-the-counterproducts targeted symptomatically.

Examples of companies developingdrugs for pain and congestion include GlaxoSmithKline, Bayer, and Johnson & Johnson.

Limitations on Use of PharmaceuticalTreatments

Due to the side effect profiles of pharmaceuticals,many of the above-mentioned treatments carry warnings to discontinue use after two weeks or less according to the U.S. National Libraryof Medicine. Additionally, some carry warnings regarding use with certain medications or diseases such as high blood pressure.

In the Fall of 2023, a panel of U.S. healthexperts found that many widely used products containing phenylephrine are ineffective. According to a Yale School of Medicine news article,an FDA advisory committee unanimously concluded that phenylephrine, an ingredient found in popular nasal decongestants sold under suchbrand names as Sudafed and Dayquil, works no better than a placebo in treating cold and allergy symptoms.

Non-pharmaceutical Treatments

According to our 2023 Intellego Insightstudy, many consumers are seeking natural, non-pharmaceutical treatment options. Alternative options currently include, without limitation:

Examples of companies developing non-drugproducts for sinus pain and congestion include NeilMed, Rhinosystems Inc., and Vapore LLC.

ClearUP is a novel product offering inthe non-drug category, an emerging bioelectronic medicine segment, and currently has small market share compared to the existing establishments,most of which offer pharmaceutical options.

Clinical Research on ClearUP

Allergic rhinitis is an inflammatory diseasedriven by IgE-mediated reactions to inhaled indoor or seasonal outdoor allergens. The resulting sinus and nasal inflammation may causesymptoms including sinus pain and pressure, nasal congestion, runny nose, sneezing, and nasal itching. Allergic rhinitis affects a significantnumber of U.S. adults, of which a vast majority experience sinus pain, pressure and congestion as a result of inflammation of the nasaland sinus mucosa.

Key Technical Features

Two separate clinical trials have demonstratedthe safety and efficacy of ClearUP Sinus Relief in treating sinus pain from allergic rhinitis and moderate to severe congestion.

Pivotal Study: randomized, placebo-controlled,double-blinded clinical trial

In July 2018, the Stanford UniversitySinus Center conducted a double-blind randomized controlled clinical trial using the ClearUP bioelectronic device. 71 subjects sufferingfrom sinus pain and congestion used either ClearUP or a sham device. The sham device was identical to ClearUP in every way except thatit used a continuous DC output instead of the pulsed AC stimulation used by ClearUP.

Each subject used the real or sham devicefor a single five-minute treatment. Before and ten minutes after treatment, subjects completed questionnaires to quantify their symptoms.Subjects treated with ClearUP reported a rapid and clinically meaningful reduction in sinus pain (-29.6%) and congestion (-35%) at tenminutes after treatment.

This magnitude of change was significantlygreater than that observed in sham device-treated subjects.

PUBLICATION: Maul, X. A., Borchard,N. A., Hwang, P. H., & Nayak, J. V. (2019, April). Microcurrent technology for rapid relief of sinus pain: a randomized, placebo-controlled,double-blinded clinical trial. In International forum of allergy & rhinology (Vol. 9, No. 4, pp. 352-356).

Open-label Prospective Trial

The Allergy and Asthma Associates of SantaClara Valley Research Center conducted a 30-person study on the use of ClearUP over four weeks. Subjects with sinus pain and congestionused the ClearUP device for five minutes during the study visit and then took the device home with them with instructions to use the deviceone to four times daily for five minutes per treatment as needed for four weeks. Subjects rated their symptoms weekly using a questionnaire.After the first five-minute treatment with ClearUP, subjects reported reduced sinus pain that remained six hours later, the longest timeinterval tested in the study. Additionally, subjects reported that after four weeks of use, they experienced an average of 43% reductionin sinus pain and 44% reduction in congestion. This magnitude of change was equivalent to efficacy seen in studies of fluticasone propionateafter two-weeks of use.

PUBLICATION: Goldsobel, A. B.,Prabhakar, N., & Gurfein, B. T. (2019). Prospective trial examining safety and efficacy of microcurrent stimulation for the treatmentof sinus pain and congestion. Bioelectronic medicine,

5(1), 1-9.

Safety

In the clinical studies and post-marketsurveillance, there have been no reports of any significant side effects and very few reports of minor side effects. Minor side effectshave included reddening of skin (<0.02%), eyelid twitch (<0.01%), and headache (<0.01%), all of which resolved without intervention.

VNS Clinical Research

The ANS maintains and coordinates thephysiology of multiple organs and organ systems in the human body, including the heart, lungs, intestines, and spleen, with additionalregulation of blood vessels and pupils. One particularly essential nerve in the ANS is the vagus nerve (“VN”). The afferentand efferent signals along the VN control reflexes of physiological homeostasis, including those in the cardiovascular, pulmonary, andgastrointestinal systems. Implanted VNS has been proven to be effective in treating epilepsy, treating depression, and supporting rehabilitationduring stroke recovery; however there is significant interest in non-invasive strategies to stimulate this neural pathway.

The Feinstein Institutes for Medical ResearchPhase I Study

In collaboration with the Zanos Laboratory at TheFeinstein Institutes for Medical Research, we conducted a clinical study to determine how our ncVNS intervention affects ANS, cardiac,and brain function. The 20-person clinical trial was led by Theodoros Zanos, Ph.D., Associate Professor in the Institute of BioelectronicMedicine and Head of the Neural and Data Science Lab at The Feinstein Institutes for Medical Research, twenty healthy subjects were recruitedand treated with ncVNS for twenty minutes and several physiologic measurements were taken before, during and after the treatment protocolto assess the impact of Tivic’s system on the autonomic nervous system, cardiac function, and brain activity.

The study confirmed that our patent-pendingncVNS approach induced large, clinically relevant responses in the autonomic, cardiac, and central nervous systems and may have clinicalutility in several major disease areas. Study subjects exhibited a sustained reduction in pupil diameter during ncVNS, which is consistentwith increased vagal tone and parasympathetic activation. ANS activity was also measured via electrocardiogram and RMSSD, a widely usedmeasure of heart rate variability that is used as a proxy for vagus nerve activity. Compared with before ncVNS, after treatment subjectshad a 97% increase in RMSSD, which is indicative of an increased parasympathetic state. Additionally, we saw a 170% increase in RMSSDin high responders (2.7x), representing 60% of participants.

RMSSD is an accepted proxy for vagaltone and parasympathetic activity. Increasing parasympathetic activity may treat or prevent cardiac arrythmia, and higher RMSSD is associatedwith lower morbidity and mortality in cardiovascular disease. The cardiac data suggest potential applications in arrythmias and cardiovasculardisease.

Lastly, electroencephalography was appliedbefore and after ncVNS to measure brain activity. Subjects had a mean 24% increase in frontal theta activity, which is indicative of calmawake states, and a > 60% reduction in gamma activity in several brain regions, including the temporal and frontal lobes.

Increased frontal theta activity is expectedto be useful in treating anxiety, post-traumatic stress disorder and other psychiatric disorders. Additionally, reducing gamma activityis an accepted therapeutic strategy for reducing the frequency of epileptic seizures. The brain data suggest ncVNS may have potentialapplications in neurology and psychiatry.

The magnitude of these changes seen inour ncVNS study suggest our ncVNS approach may have clinical utility in several patient populations including those with epilepsy, depression,post-traumatic stress disorder and ischemic stroke, among others.

Based on these promising data results, we believethat there may be significant potential for our platform in the noninvasive VNS space. We are working with The Feinstein Institutes forMedical Research to carry out the next phase of research for our clinical program, an optimization study program to further refine thetreatment parameters to address discrete disease targets. Additional clinical studies will be required to secure regulatory clearanceand Tivic Health’s VNS approach is currently for investigational use only.

Research Initiatives: New ProductCandidates

We combine proprietary algorithms,programmable stimulation parameters, and a patented monopolar delivery mechanism to modulate the nerve signals that control inflammation-drivensymptoms like pain and congestion. This design has proven effective in treating sinus and nasal inflammatory conditions and we are researchingthe clinical utility of this stimulation approach for other clinical conditions. This platform has the potential to accelerate new productdevelopment by: (i) extending the existing device platform to other clinical areas, thereby reducing research and development time, and(ii) continuing to benefit from low-risk, non-invasive device designations and regulatory pathways by the FDA, which typically resultin shorter time to approval when compared with invasive devices or new drugs.

Numerous inflammatory conditionsare associated with peripheral nerve activity of the face, including:

Each of these applications would involveregulation of pain and inflammation-related mediators like those seen in sinus and nasal inflammation. Firmware programming of ClearUPallows various stimulation protocols to be used for different disease and neural targets, providing accelerated opportunities for newproduct candidates at varying price points.

Activities are ongoing for two productcandidates: (i) npdPP, an at home-use device for treating postoperative pain after sinus surgery, and (ii) npdMI, an at home-use devicefor treating migraine headaches. These product candidates are still in early stages of research and development and will require additionalstudies and regulatory clearances prior to bringing them to market.

npdPP: We completed a ten-person pilotstudy with the U.S. Institute for Advanced Sinus Care and Research (Cleveland, OH) to evaluate a new device for the treatment of postoperativepain after functional endoscopic sinus surgery (“FESS”). The pilot study was conducted to establish clinical feasibility andwe subsequently began a double-blind randomized controlled trial with the Icahn School of Medicine at Mount Sinai to further test thisapplication.

npdMI: We are in theprocess of investigating the area of migraine headaches, which impacts approximately 1 billion people worldwide and 39 millionpeople in the U.S. As part of our research and development activities for migraine, we have been in communication with the FDA todetermine the next steps and an appropriate regulatory pathway for expanding our indications. We have completed a market andtechnology assessment of a potential migraine indication. While we believe that both clinical and market rationale are positive forsuch use, we have, for the time being, determined to down-prioritize any clinical studies of migraine-related indications based onthe aggressive competition among entrenched incumbents and limited uptake, to date, of existing devices for the treatment and/orprevention of migraine.

We believe our commitment to non-invasivebioelectronic medicine simplifies clinical trial approaches, improves the safety profile important in regulatory matters, and lowers barriersto adoption once in the market. These factors could afford us a unique opportunity for a rapid pace of innovation relative to other therapeuticcompanies. While it is our intention to bring new products to market, therapeutic development is inherently uncertain and there is noguarantee that our research and development efforts will lead to approved products for other clinical indications.

Component Sourcing and Manufacturing

The ClearUP device is comprised ofconventional, off-the-shelf electronic components.

Certain of our electronic components aresourced primarily from China. To increase predictability in sourcing and pricing of electronic components used in our products, we maintainan agreement with Future Electronics, Inc., one of the largest global electronic component distributors. The contract has an initial termof 12 months that automatically renews for additional 12-month periods, subject to annual review, and provides for extended payment terms.Future Electronics may terminate the agreement upon 30 days prior written notice if it determines, in its sole discretion, that we arenot meeting our minimum purchase requirement or we are otherwise not performing our obligations under the agreement.

Packaging production is divided betweenNorth America and China. The plastic enclosure components and sub-assemblies are produced in China. Materials for both packaging and plasticsare commonly available and can be sourced from multiple vendors. Lead times may vary due to supply availability, customs and port managementissues.

Electronic components are assembled,tested, warehoused at, and distributed from North America.

The Company has ISO 13485 certification(70488) required to validate the internal processes being compliant with the FDA 21 CFR Part 820. The Company was re-certified in 2023,with certificates extended until the fourth quarter of 2026.

Intellectual Property / Barriersto Entry

Intellectual Property

Our success depends in part on our abilityto obtain and maintain proprietary protection for our product candidates and other discoveries, inventions, trade secrets and know-howthat are critical to our business operations. Our success also depends in part on our ability to operate without infringing the proprietaryrights of others, and in part, on our ability to prevent others from infringing our proprietary rights. A comprehensive discussion onrisks relating to intellectual property is provided under the section of this Offering Circular entitled “Risk Factors—RisksRelated to Our Intellectual Property.”

We rely primarily on a combination ofpatent, copyright, trademark, and trade secret laws, as well as contractual provisions with employees and third parties, to establishand protect our intellectual property rights. Our patent strategy is to pursue broad protection for key technologies, supplemented byadditional patent filings covering conceptual methods, specific aspects of current and proposed products, and forward-looking applicationsand technological developments. We also engage in strategic analysis of our owned patent assets, and pursue additional patent claims fromour existing portfolio that may provide us with market advantages. We do not rely heavily on trade secret protection, but do maintaina certain amount of in-house know-how that is not disclosed publicly.

Our intellectual property portfoliocurrently consists of:

Our intellectual property portfolio includesa large number of disclosures that cover enhanced cost and manufacturability, performance, ergonomics, comfort, ease of use, system expansion,and treatments performed. Identity is protected by way of trademarks. Various aspects of design and function that cannot be readily reverseengineered are held as trade secrets.

In most jurisdictions in which we file,the patent term is 20 years from the earliest date of filing of a non-provisional patent application. However, the term of U.S. patentsmay be extended for delays incurred due to compliance with FDA requirements or by delays encountered during prosecution that are causedby the United States Patent and Trademark Office (“USPTO”). We intend to seek patent term extensions in any jurisdiction wherethese are available and where we also have a patent that may be eligible; however, there is no guarantee that the applicable authoritieswill agree with our assessment of whether such extensions should be granted, and even if granted, the length of such extensions.

Other Barriers to Entry

We have published high-quality clinicalresearch in high-impact peer reviewed journals, establishing Tivic Health as an evidence-based company. Our first-to-market position hassecured a high volume and proportion of positive reviews on our websites and other ecommerce channels. We believe that each of these assets,in addition to our intellectual property and regulatory clearances, will create barriers to entry for competitors.

Government Regulation

ClearUP is a U.S. FDA Class II and EUClass IIa medical device that has received three regulatory clearances: (US FDA 510(k) number K182025, US FDA De Novo number DEN200006and EU CE Mark Certificate number CE (704687). Our EU CE Mark Certificate expires in June 2024 and we are in the process of applying fora new EU CE Mark Certificate under the new EU Medical Device Regulations (MDR) 2017/745. We expect to be compliant with the new regulationsprior to the EU CE Mark Certificate expiry date.

Regulation by the FDA

In the United States, the Federal Food,Drug, and Cosmetic Act (“FD&C Act”), as well as FDA regulations and other federal and state statutes and regulations,govern medical device design and development, preclinical and clinical testing, device safety, premarket clearance, grant, and approval,establishment registration and device listing, manufacturing, labeling, storage, record-keeping, advertising and promotion, sales anddistribution, export and import, recalls and field safety corrective actions, and post-market surveillance, including complaint handlingand medical device reporting of adverse events.

The FDA classifies medical devices intothree classes (Class I, II or III) based on the degree of risk associated with a device and the level of regulatory control deemed necessaryto ensure its safety and effectiveness. Class I devices are those for which safety and effectiveness can be assured by adherence to theFDA’s general controls for medical devices. Class II devices are subject to the FDA’s general controls and any other specialcontrols the FDA deems necessary to ensure the safety and effectiveness of the device. Class III devices are those that support or sustainhuman life, are of substantial importance in preventing impairment of human health, or which present a potential, unreasonable risk ofillness or injury.

De Novo classification is a risk-basedclassification process. The De Novo process provides a pathway to classify novel medical devices for which general controls alone, orgeneral and special controls, provide reasonable assurance of safety and effectiveness for the intended use, but for which there is nolegally marketed predicate device. De Novo classified devices fall either into Class I or Class II and may be marketed and used as predicatesfor future premarket notification 510(k) submissions.

In 2019, the FDA issued guidance statingthat it does not intend to examine low risk general wellness products to determine whether they are devices within the meaning of theFD&C Act or, if they are devices, whether they comply with the premarket review and post-market regulatory requirements for devicesunder the FD&C Act and implementing regulations. For purposes of its guidance, the FDA defined general wellness products as “productsthat meet the following two factors: (1) are intended for only general wellness use, as defined in this guidance, and (2) present a lowrisk to the safety of users and other persons.” Although the FDA classifies our peripheral nerve stimulation platform as a TranscutaneousElectrical Nerve Stimulator (“TENS”) regulated as a Class II medical device, we also intend to pursue development and marketingof general wellness claims and assess if our products fall within the general wellness FDA guidelines.

ClearUP Sinus Relief was cleared under510(k) number K182025 based on clinical data supporting its safety and efficacy for the temporary relief of sinus pain associated withallergic rhinitis. We were subsequently granted the rights to market ClearUP for the temporary relief of moderate to severe congestionunder De Novo number DEN200006.

Labeling

All medical devices commercially distributedin the U.S. must comply with specific FDA labeling requirements. These requirements address the labeling (e.g., device label, Instructionfor Use, package label, etc.) that must be affixed to the device or packaging and, in the case of devices used by the consumer, providedto all users of the device. Our ClearUP labeling has been reviewed by the FDA as part of our regulatory clearances and our quality managementsystem provides for control of documents to prevent changes that might invalidate FDA’s review.

Quality System Regulation

The devices that we commercially distributein the U.S. are subject to pervasive and continuing regulation by the FDA and certain state agencies. This includes product listing andestablishment registration requirements, which facilitate FDA inspections and other regulatory actions. We adhere to applicable currentgood manufacturing practice, or cGMP, requirements, as set forth in the 21 CFR 820 QSR, which require manufacturers, including third-partymanufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases ofthe design and manufacturing process. We are also required to verify that our suppliers maintain facilities, procedures and operationsthat comply with applicable quality and regulatory requirements. The FDA enforces the QSR through periodic announced or unannounced inspectionsof medical device manufacturing facilities, which may include the facilities of contractors. FDA regulations also require investigationand correction of any deviations from the QSR and impose reporting and documentation requirements upon us and our third-party manufacturers.

Post-market surveillance

We must also comply with post-market surveillanceregulations, including medical device reporting (“MDR”), requirements which require that we review and report to the FDA anyincident in which our products may have caused or contributed to a death or serious injury, and any incident in which our device has malfunctionedif that malfunction would likely cause or contribute to a death or serious injury if it were to recur. We must also comply with medicaldevice correction and removal reporting regulations, which require manufacturers to report to the FDA corrections and removals if undertakento reduce a risk to health posed by the device or to remedy a violation of the FD&C Act that may present a risk to health. Althoughwe may undertake recall actions voluntarily, we must submit detailed information on any recall action to the FDA, and the FDA can ordera medical device recall in certain circumstances. To date, we have not been made aware of any reportable incidents that would requireus to submit a medical device report to the FDA or any competent authority globally.

In addition to post-market quality andsafety actions, labeling and promotional activities are subject to scrutiny by the FDA and, in certain circumstances, by the FTC. Medicaldevices approved, cleared, or granted by the FDA may not be promoted for outside their respective Indication for Use, otherwise knownas “off-label” promotion.

Other healthcare laws and regulations

The healthcare industry is also subjectto federal and state fraud and abuse laws, including anti-kickback, self- referral, false claims and physician payment transparency laws,as well as patient data privacy and security and consumer protection and unfair competition laws and regulations. Our operations are alsosubject to certain state and local laws, including manufacturing license, sales and marketing practices, interactions with consumers,consumer incentive and other promotional programs, and state corporate practice and fee-splitting prohibitions.

Currently, ClearUP is not reimbursed byany government or private healthcare program, limiting our exposure under certain laws such as the Sunshine Act.

CE Mark – EuropeanUnion and other jurisdictions that recognize the CE Mark

In 2020 we secured the CE Mark CE 704687allowing sales and marketing of ClearUP in the European Union and in any country that recognizes CE Mark certificate for relief of sinuspain, pressure and congestion, without regard to the cause of pain, pressure and congestion. Sales in such jurisdictions will expose ouroperations to additional regulations.

To the extent that any of our productsare sold in a foreign country, we may become subject to foreign laws, which may include, for example, applicable post-marketing requirements,including post-market clinical follow up, safety surveillance, anti-fraud and abuse laws and implementation of corporate compliance programsand reporting of payments or transfers of value to healthcare professionals. We must operate our business within the requirements of theselaws.

Coverage and reimbursement

Our current product is purchased on acash-pay basis and is not covered by government healthcare programs and/ or other third-party payors. However, we monitor federal andstate legislation and regulatory changes that could affect our results of operations.

Privacy and security

The Health Insurance Portability and AccountabilityAct of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”),and their implementing regulations, imposes privacy, security and breach reporting obligations with respect to individually identifiablehealth information upon “covered entities” (health care providers, health plans and health care clearinghouses), and theirrespective business associates, individuals or entities that create, received, maintain or transmit protected health information in connectionwith providing a service for or on behalf of a covered entity.

Even when HIPAA does not apply, accordingto the FTC, failing to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practicesin or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data securitymeasures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexityof its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health informationis considered sensitive data that merits stronger safeguards.

In addition, certain states and non-U.S.laws, such as the GDPR, govern the privacy and security of health information in certain circumstances, some of which are more stringentthan HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating complianceefforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penaltiesand private litigation. For example, California recently enacted the California Consumer Privacy Act, or CCPA, which took effect on January1, 2020 and was amended and expanded by the California Privacy Rights Act, or CPRA, which took effect on January 1, 2023. The CCPA, asamended by the CPRA, among other things, creates new data privacy obligations for covered companies and provides new privacy rights toCalifornia residents, including the right to opt out of certain disclosures of their information and the right to access information abouthow their data is being used.

Environmental Matters

Our operations,properties and products are subject to a variety of U.S. and foreign environmental laws and regulations governing, among otherthings, use of manufacturing components containing substances below established threshold, air emissions, wastewater discharges,management and disposal of hazardous and non-hazardous materials and waste and remediation of releases of hazardous materials. Webelieve, based on current information that we are in material compliance with environmental laws and regulations applicable to usand rely heavily on our outsourced design and manufacturing partners to assist in maintaining compliance.

Facilities

Our principal executive office is locatedat 47685 Lakeview Blvd., Fremont, California 94538. In June 2024, the Company entered into a short-term rental agreement for office spacelocated in Fremont, California. Monthly rent payments required are $1,000 per month and the agreement terminates on December 31, 2024.The agreement can be extended in six-month increments.

Human Capital Resources

As of June 30, 2024, we had 9 full-time employeesand three contractors. None of our employees are represented by a labor union, and we consider our employee relations to be good. Ourhuman capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existingand additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees,consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

Legal Proceedings

We are not currently a party to any materiallegal proceedings. We may, however, in the ordinary course of business face various claims brought by third parties, and we may, fromtime to time, make claims or take legal actions to assert our rights, including intellectual property rights as well as claims relatingto employment matters and the safety or efficacy of our products. Any of these claims could subject us to costly litigation. If this wereto happen, the payment of any such awards could have a material adverse effect on our business, financial condition and results of operations.Additionally, any such claims, whether or not successful, could damage our reputation and business.

Corporate Information

The Company wasincorporated in California in September 2016 and reincorporated as a Delaware corporation in June 2021. Our principal executiveoffice is located at 47685 Lakeview Blvd., Fremont, California 94538. Our telephone number is (888) 276-6888. Our website address iswww.tivichealth.com. Information contained on, or that can be accessible through, our website is not a part of this OfferingCircular and the inclusion of our website address in this Offering Circular is an inactive textual reference only.

MANAGEMENT’S DISCUSSION AND ANALYSISOF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussionand analysis of our financial condition and results of operations together with the financial statements and related notes included elsewherein this Offering Circular. This discussion contains forward-looking statements based upon current expectations that involve risks anduncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of variousfactors, including those discussed in “Risk Factors” and in other parts of this Offering Circular.

Overview

Tivic is a bioelectronic medicine companydeveloping and commercializing drug-free treatments for various diseases and conditions. Bioelectronic medicine, also referred to as electroceuticalsor neuromodulation, is the treatment of disease and conditions by preferentially activating electrical functions of the body to modifycentral or peripheral nerve activity. ClearUP is our first commercial product, and is FDA-approved for the treatment of sinus pain andcongestion. It has also been granted a CE-Mark as a medical device for the treatment of sinus pain, pressure and congestion. ClearUP iscurrently sold in the U.S. directly to consumers on various platforms and through reseller channels. The Company has also recently announcedthe expansion of its IP portfolio and research programs related to vagus nerve stimulation to expand its applications in non-invasivebioelectronic medicine.

Business Overview

Bioelectronic medicine is an emergingmarket. Since our formation in September 2016, we have devoted substantially all of our efforts to the development and marketing of ourproprietary technology platform to provide noninvasive, drug-free treatments and treatment candidates for various diseases and conditions.In 2019, we launched ClearUP in the U.S. market. ClearUP is approved by the FDA for sale in the U.S. for the two FDA-approved indicationsnoted above and has a CE Mark (which covers a third indication of sinus pressure and gives us commercial access to European Union Memberstates and certain other countries). We currently sell ClearUP directly to consumers online through our own website, Amazon, and Walmartin addition to wholesale via major and specialty retailers, such as BestBuy, FSAStore, and others.

Recent Events

In the first half of 2024, we invested in our product,innovation and development as follows:

Business Activities

Reverse Stock Split - 2023

Effective August 23, 2023, the Companyimplemented a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-100. As a resultof the reverse stock split, the total number of shares of Common Stock held by each stockholder of the Company were converted automaticallyinto the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholderimmediately prior to completion of the reverse stock split divided by 100. The Company issued one whole share of the post reverse stocksplit common stock to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the reversestock split. As a result, no fractional shares were issued in connection with the reverse stock split and no cash or other considerationwas paid in connection with any fractional shares that would otherwise have resulted from the reverse stock split. Also, all options,warrants and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted by dividingthe number of shares of common stock into which such options, warrants and other convertible securities were exercisable or convertibleby 100 and multiplied the exercise or conversion price thereof by 100, all in accordance with the terms of the plans, agreements or arrangementsgoverning such options, warrants and other convertible securities and subject to rounding pursuant to such terms. There was no changeto the par value, or authorized shares, of either the common stock or preferred stock, as a result of the reverse stock split. All shareand per share amounts for the Company’s common stock, as well as the options and warrants outstanding and exercise prices thereof,from dates prior to completion of the reverse stock split that are included in this Offering Circular, including the financial statementsand footnotes thereto included herein, have been retroactively restated to give effect to the reverse stock split.

2023 Capital Raises

On February 13, 2023, wesold an aggregate of 200,000 shares of our common stock to certain investors at a public offering price of $25.00 per share (less underwritingdiscounts and commissions) in a firm commitment underwritten public offering. This offering resulted in aggregate gross proceeds to theCompany of $5.0 million. Aggregate net proceeds to the Company, after deducting the underwriting discount and commissions and offeringexpenses paid by the Company, was approximately $3.6 million. ThinkEquity LLC served as underwriter for the offering. The securitiesissued in connection with the offering were registered pursuant to the registration statement on Form S-1 (File No. 333-268010), whichwas initially filed with the SEC on October 26, 2022, and amended on December 09, 2022, December 20, 2022, January 6, 2023, February1, 2023, and February 9, 2023, which the SEC declared effective on February 8, 2023.

From July 11, 2023 toAugust 9, 2023, we sold an aggregate of 1,169,230 shares of common stock to certain investors at prices ranging from $4.00 to $5.50per share in a series of registered public offerings, resulting in aggregate gross proceeds to the Company of approximately $5.2million. Aggregate net proceeds to the Company, after deducting placement agent fees and offering expenses paid by the Company, wasapproximately $4.3 million. Maxim served as the placement agent, on a “reasonable best efforts basis,” in connectionwith each of the offerings. The shares of common stock sold in the offerings were offered pursuant to final prospectus supplements,filed with the SEC, to the Company’s effective shelf registration statement on Form S-3 (File No. 333-269494), which wasinitially filed with the SEC on February 1, 2023 and was declared effective on February 8, 2023. See footnote No. 9 “CommonStock” and No. 10 “Common Stock Warrants” in the financial statements included elsewhere in this Offering Circularfor additional information regarding each of the offerings.

Operational Updates

Fiscal 2023

In 2023, we invested in our marketing,product design, distribution relationships, and quality systems as follows:

In 2023, we also invested in our productinnovation and development programs as follows:

As a result of these programs, the Companywas named to Fast Company’s prestigious annual list of the World’s Most Innovative Companies for 2023 in the Medical Devicecategory. Additionally, in 2022, Global Health & Pharma named Tivic Health the Most Pioneering Bioelectronic Medicine Company of 2022.

We have continued to intentionally maintaina small core team at this stage of the Company, including decreasing our headcount to reduce operating expenses. We have relied, and continueto rely, heavily on third- party service providers, including marketing agencies, contract manufacturing organizations, software-as-a-serviceplatforms, clinical research organizations, academic research partnerships, finance and accounting support, and legal support to carryout our operations.

Components of Results of Operations

Revenue

Revenue is generated by the sale of ourClearUP and ancillary products, including accessories and accelerated shipping charges, and is net of return reserves. We currently selldirectly to consumers through our own website, Amazon and Walmart. We also sell to major and specialty distributors and online retailers,such as FSAStore and Best Buy. Noninvasive bioelectronic medicine is an emerging market space that provides consumers with non-drug treatmentsfor various diseases and ClearUP is the first FDA-approved bioelectronic treatment for sinus pain and congestion.

Cost of Sales

Cost of sales consists primarily of thematerials and services to manufacture our products, the internal personnel costs to oversee manufacturing and supply chain functions,and the shipment of goods to customers. A significant portion of our cost of sales is currently in fixed and semi-fixed expenses associatedwith the management of manufacturing and supply chain. Cost of sales is expected to increase on an absolute basis as sales volume increases.Cost of sales is expected to decrease as a proportion of revenue with (i) the continued optimization of our supply chain, and (ii) theallocation of fixed and semi-fixed expenses over increasing unit sales volume over time.

Gross Margin

Gross margin has been and will continue to be affectedby, and is likely to fluctuate on a quarterly basis due to, a variety of factors, including sales volumes, product and channel mix, pricingstrategies, costs of finished goods, reserves for obsolescence, disposal costs of returned and/or obsolete inventory, product return rates,new product launches and potential new manufacturing partners and suppliers. We expect our gross margin to improve with optimization ofour product design and supply-chain, and increasing sales volume over which fixed and semi-fixed costs are allocated.

Operating Expenses

Research and Development Expenses

Research and development expenses consistprimarily of costs incurred to conduct research, including the discovery, development and validation of product candidates. Research anddevelopment expenses include personnel costs, including stock-based compensation expense, third-party contractor services, including developmentand testing of prototype devices, and maintenance of limited in-house research facilities. We expense research and development costs asthey are incurred. We expect research and development expenses to increase with the discovery and validation of new product candidates.

Sales and Marketing Expenses

Sales and marketing expenses include personnelcosts and expenses for advertising and other marketing services. Personnel costs consist of salaries, bonuses, benefits and stock-basedcompensation expense. We expect sales and marketing expenses to increase modestly as we continue to expand our markets and distributionchannels.

General and Administrative Expenses

General and administrative expenses includeD&O insurance, personnel costs, expenses for outside professional services and other expenses. Personnel costs consist of salaries,bonuses, benefits and stock-based compensation expense. Outside professional services consist of legal, finance, accounting and auditservices, and other consulting fees. We expect general and administrative expenses to remain relatively flat.

Other Income / Expense, Net

Other income and expense include interestexpense, change in fair value of derivative liabilities, loss on extinguishment of debt, and other income.

Results of Operations

Comparison of the Three and Six Months Ended June30, 2024 and2023

The following table summarizes our results of operations (in thousands):

Revenue

For the three months ended June30, 2024,revenue decreased overall by $21 thousand, or 13%, compared to the same period in 2023, primarily due to a 12% decrease in the per unitaverage sales price.

For the six months ended June30, 2024,revenue decreased overall by $63 thousand, or 12%, compared to the same period in 2023, primarily due to a 27% decrease in unit sales,offset by a 20% increase in the per unit average sales price.

We expect some continued variability in sales dueto reduction in marketing spend and price point positioning for target markets, with the net impact resulting in a higher gross profitand lower loss from operations.

Cost of Sales

For the three months ended June30, 2024, costof sales increased by $10 thousand, or 10%, compared to the same period in 2023, primarily driven by an increase of $20 thousand in theinventory reserve for obsolescence. Excluding the $20 thousand inventory reserve adjustment in the second quarter of 2024, variable costwas $55 thousand, or $68.86 per unit, for the three months ended June30, 2024, compared to $52 thousand, or $64.00 per unit, forthe same period in 2023. Fixed costs were $35 thousand, or $43.25 per unit, for the three months ended June 30, 2024, compared to $49thousand, or $60.48 per unit, for the same period in 2023. The decrease in the fixed cost was primarily due to lower product support costs.

For the six months ended June30, 2024, costof sales decreased by $86 thousand, or 24%, compared to the same period in 2023, primarily driven by the decrease in sales volume. Variablecost was $205 thousand, or $78.95 per unit, for the six months ended June30, 2024, compared to $244 thousand, or $68.50 per unit,for the same period in 2023. Fixed costs were $72 thousand, or $27.90 per unit, for the six months ended June30, 2024, comparedto $119 thousand, or $33.52 per unit, for the same period in 2023. The decrease in the fixed cost was primarily due to lower product supportcosts.

Operating Expenses

Research and DevelopmentExpenses

For the three monthsended June 30, 2024, research and development expenses decreased by $166 thousand compared to the same period in 2023. For the sixmonths ended June 30, 2024, research and development expenses decreased by $400 thousand compared to the same period in 2023. Thedecrease was due to reduced headcount and certain expenses incurred in 2023 which did not recur in 2024. The emphasis of researchand development activities in 2023 was primarily related to a large segmentation study to identify additional incremental marketsegments with high willingness to pay, product design in our next generation device, intellectual property protection, and the studyat The Feinstein Institutes for Medical Research on vagus nerve stimulation.

Sales and Marketing Expenses

For the three monthsended June30, 2024, sales and marketing expenses decreased by $245 thousand compared to the same period in 2023. For the sixmonths ended June 30, 2024, sales and marketing expenses decreased by $198 thousand compared to the same period in 2023. Thedecrease was due primarily to a four-month test program ending in February 2024 with InStep Health focused on education ofhealthcare professionals about the ClearUP solution as well as reductions in agency and staff costs.

General and Administrative Expenses

For the three monthsended June30, 2024, general and administrative expenses decreased by $539 thousand compared to the same period in 2023. Forthe six months ended June 30, 2024, general and administrative expenses decreased by $933 thousand compared to the same period in2023. The overall decreases were attributable to reduced headcount, lower consulting and professional fee expenses, as well as othergeneral administrative expenses.

Comparison of the Years Ended December 31, 2023 and 2022

The following table summarizes our results of operations (in thousands):

Revenue

Revenue (net of returns)decreased $664 thousand, or -36%, to $1.2 million for the year ended December 31, 2023 from $1.8 million for the year ended December31, 2022, which decrease was primarily attributable to decreased unit sales of 52%. Unit sales were approximately 7,400 for the yearended December 31, 2023 and were approximately 15,400 for the year ended December 31, 2022. Ancillary revenues were less than 1.5%of total revenue for both of the years ended December 31, 2023 and 2022.

Direct-to-consumer product revenuedecreased $556 thousand, or -34%, to $1.1 million for the year ended December 31, 2023 from $1.6 million for the year ended December 31,2022, which was due to decreased unit sales of -53%, offset by an average direct-to-consumer price increase of 46% over the prior year.Direct-to-consumer unit sales were approximately 5,400 for the year ended December 31, 2023 compared to approximately 11,400 for the yearended December 31, 2022. The decrease in unit sales was due to the price increases in 2023 as well as the reduction of unprofitable marketingspend.

Reseller channel product revenue decreased$155 thousand, or -37%, to $261 thousand for the year ended December 31, 2023 from $416 thousand for the year ended December 31, 2022,attributable to decreased unit sales of 50%. Reseller channel unit sales were approximately 2,000 for the year ended December 31, 2023and were approximately 4,000 for the year ended December 31, 2022. Average reseller channel selling prices increased 21% in 2023 comparedto 2022. The decrease in unit sales and the increase in average selling price were primarily due to the termination of less profitablereseller channels in 2023.

Returns as a percentage of productrevenue was approximately 12% for the year ended December 31, 2023 and 10% for the year ended December 31, 2022.

Cost of Sales

Cost of sales for the year endedDecember 31, 2023 was $889 thousand compared to $1.5 million for the year ended December 31, 2022, a decrease of $652 thousand, or-42%. The decrease was primarily attributable to the -52% decrease in overall unit sales, offset by an increases of $140 thousand ofcosts related to scrapped inventory and $32 thousand for a reserve against inventory. The costs for scrap and inventory reserveswere primarily related to inventory components included in our ClearUP 1.0 unit. With the launch of ClearUP 2.0 in the fourthquarter of 2023, we do not expect to incur similar costs in 2024.

Variable cost of goods sold includesproduct costs, fulfillment, shipping and purchase price variances and other inventory adjustments. Variable cost of goods sold was $641thousand, or $86.61 per unit, for the year ended December 31, 2023, as compared to $1.3 million, or $87.04 per unit, for the year endedDecember 31, 2022. The decrease in variable costs of goods sold was primarily due to reduction in variable costs associated with new supplychain partners, offset by inventory obsolescence associated with the transition in sales to ClearUP 2.0 at year-end.

Fixed cost of goods soldincludes third-party product support and logistic fees and allocated overhead costs. Fixed cost of goods sold increased to $248thousand for the year ended December 31, 2023, as compared to $203 thousand for the year ended December 31, 2022, primarily due toincreased product support costs in 2023, which in turn was primarily associated with certain hourly service charges and periodicminimum spend obligations included Tivic’s contracts with its supply chain partners.

Gross profit for the year ended December31, 2023 was $287 thousand compared to a gross profit of $299 thousand for the year ended December 31, 2022.

Research and Development Expenses

Research anddevelopment expenses decreased by $75 thousand to $1.7 million for the year ended December 31, 2023 from $1.7 million for the yearended December 31, 2022. The decrease was primarily due to reduced compensation costs related to decreased headcount. The emphasisof research and development activities in 2023 was primarily related to our work with The Feinstein Institutes of Medical Research.Activities in 2022 were primarily focused on product research and design in the migraine therapeutic area, initiation of adouble-blind randomized controlled trial for post-operative pain relief following sinus surgery, and enhancement of our intellectualproperty protection.

We expect to incur additional researchand development expenses related to extending the indications for our product(s) in the near term.

Sales and Marketing Expenses

Sales and marketing expensesdecreased to $2.1 million for the year ended December 31, 2023, compared to $2.8 million for the year ended December 31, 2022. Thedecrease was primarily due to a decrease of $925 thousand in advertising and agency costs, offset by increases of $327 thousandrelated to the expansion of our internal marketing team and $76 thousand in public relations costs.

General and Administrative Expenses

General and administrativeexpenses decreased to $4.8 million for the year ended December 31, 2023, compared to $5.9 million for the year ended December 31,2022, primarily due to decreased legal and professional fees of $919 thousand and a net decrease in other corporate expenses of $221thousand as a result of the Company’s efforts to reduce costs.

Other Income

Other income was immaterial for the yearsended December 31, 2023 and 2022, and consists of interest income from money market accounts.

Liquidity and Capital Resources

Sources of Liquidity

Since our formation in September 2016, we havedevoted substantially all of our efforts to research and development, to regulatory clearance and to early market development and testingfor our first product, released in September 2019 in the United States. We are not profitable and have incurred net losses and negativecash flows from our operations in each year since our inception. As of June30, 2024, we had cash and cash equivalents of $3.7 million,working capital of $4.1 million and an accumulated deficit of $40.6 million. We have financed our operations to date primarily throughissuances of SAFE instruments, convertible notes and convertible preferred stock and the proceeds from registered offerings of our securities.In 2021, we completed our IPO, generating net proceeds to the Company of approximately $14.9 million, and we borrowed $2.6 million byissuing convertible notes payable, the outstanding balance of all of which converted into shares of our common stock in connection withour IPO. On February 13, 2023, we completed the sale of 200,000 shares of our common stock in a firm commitment, fully underwritten registeredpublic offering, resulting in net proceeds to the Company of approximately $3.6 million. From July 11, 2023 to August 9, 2023, wesold an aggregate of 1,169,230 shares of our common stock to certain investors in a series of registered public offerings, resulting inaggregate net proceeds to the Company of approximately $4.3 million. Additionally, in May 2024, we sold an aggregate of 4,710,000 sharesof our common stock, together with Series A warrants to purchase an aggregate of 4,710,000 shares of common stock and Series B warrantsto purchase an aggregate of 7,065,000 shares of common stock, to certain investors in a registered public offering, resulting in net proceedsto the company of approximately $3.3 million.

Although we have taken measures to decrease our operatingexpenses, we expect that our operating expenses may increase significantly as we discover, acquire, validate and develop additional productcandidates; seek regulatory approval and, if approved, proceed to commercialization of new products; obtain, maintain, protect and enforceour intellectual property portfolio; and hire additional personnel when needed. Furthermore, we have incurred, and will continue to incur,significant costs associated with operating as a public company. Management expects to incur substantial additional operating losses forthe foreseeable future to expand our markets, complete development or acquisition of new product lines, obtain regulatory approvals, launchand commercialize our products and continue research and development programs. Based on the Company’s current cash levels and burnrate, amongst other things, the Company believes its cash and financial resources may be insufficient to meet the Company’s anticipatedneeds for the twelve months following the date of issuance of the financial statements for the quarter ended June30, 2024, includedelsewhere in this Report, which raises substantial doubt about the Company’s ability to continue as a going concern within one yearfrom the issuance date of the financial statements.

Plan of Operation and Future FundingRequirements

We have used our capital resources primarily, to date,to fund marketing and advertising for ClearUP, development of both our trigeminal and our vagus nerve platforms and product candidates,evaluating and diligencing potential licensing and acquisition candidates, and the establishment of public company operating infrastructureand general operations. Although we have taken measures to decrease our operating expenses, we expect that our operating expenses willincrease as we advance our vagus nerve platform, as well as discover, acquire, validate or develop additional product candidates; seekregulatory approval and, if approved, proceed to commercialization of new products; obtain, maintain, protect and enforce our intellectualproperty portfolio; hire additional personnel when needed; and maintain compliance with material government (in addition to environmental)regulations. We plan to increase our research and development investments in our vagus nerve platform and clinical applications thereofin 2024.

Furthermore, we have incurred, and will continue toincur, significant costs associated with operating as a public company. We expect to continue to incur losses for the foreseeable future.At this time, due to the inherently unpredictable nature of research and new product adoption as well as other macroeconomic factors,we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketingapproval and commercialize future product candidates, if at all. For the same reasons, we are also unable to predict how quickly we willgenerate significant revenue from ClearUP product sales or whether, or when, if ever, we may achieve profitability from the sales of oneor more products. Clinical and preclinical development timelines, the probability of success, and costs can differ materially from expectations.In addition, we cannot forecast which product candidates may be best developed and/or monetized through future collaborations, when sucharrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

In addition to the foregoing, we may, from time totime, consider opportunities for strategic acquisitions or other strategic transactions that we believe will align with our growth plan,complement our product offerings and be in the best interest of the Company and our shareholders. If an acquisition or other strategictransaction is identified and pursued, a substantial portion of our cash reserves may be required to complete such acquisition or otherstrategic transaction. If we identify an attractive acquisition that would require more cash to complete than we are willing or able touse from our cash reserves, we will consider financing options to complete the acquisition, including through equity and/or debt financings.

We have generated operating losses in eachperiod since inception. We have incurred an accumulated deficit of $40.6 million through June30, 2024. We expect to incur additionallosses in the future as we expand both our research and development activities. Based on our current cash levels and burn rate, amongstother things, we believe our cash and financial resources may be insufficient to meet our anticipated needs for the next twelve months.As a result, we expect that we will need to raise additional capital to continue operating our business and fund our planned operations,including research and development, clinical trials and, if regulatory approval is obtained, commercialization of future product candidates.

We currently generate sales revenue direct-to-consumerthough our own websites, Amazon.com and Walmart.com. We also sell to major and specialty U.S. online retailers such as BestBuy and FSAStoreand through distributors including McKesson’s affiliate Simply Medical, Cardinal Health and Cencora (formerly known as AmerisourceBergen). Our ability to grow sales revenue will depend on successfully executing a comprehensive marketing campaign to drive additionalsales through existing and new channels. Long-term growth will be commensurate with our ability to successfully identify, develop, andsecure regulatory approval of one or more additional product candidates beyond ClearUP. Until such time as we can generate significantrevenue from product sales, if ever, we expect to finance our operations through private or public equity or debt financings, collaborativeor other arrangements with corporate, foundation or government funding sources, or through other sources of financing. We do not knowwhether additional financing will be available on commercially acceptable terms, or at all, when needed. If adequate funds are not availableor are not available on commercially acceptable terms, our ability to fund our operations, support the growth of our business or otherwiserespond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financialconditions or results of operations, and we may have to significantly delay, scale back or discontinue the development and commercializationof our products and/or future product candidates.

The timing and amount of our operating expenditureswill depend largely on:

Until such time, if ever, as we can generate substantialrevenue from product sales, we expect to fund our operations and capital funding needs through equity and/or debt financings. We may alsoconsider entering into collaboration arrangements or selectively partnering with third parties for clinical development and commercialization.The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt would resultin debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrictour operations or our ability to incur additional indebtedness or pay dividends, among other items. If we raise additional funds throughgovernmental funding, collaborations, strategic partnerships and alliances or marketing, distribution or licensing arrangements with thirdparties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidatesor grant licenses on terms that may not be favorable to us. If we are not able to secure adequate additional funding, we may be forcedto make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail plannedprograms. Any of these actions could materially and adversely affect our business, financial condition, results of operations and prospects.

Cash Flows

The following table summarizes our cash flows for the period indicated(in thousands):

Operating Activities

Net cash used inoperating activities for the six months ended June 30, 2024 was $3.0 million, which consisted primarily of a net loss of $2.7million, decreased by non-cash charges of $190 thousand and increased by a net decrease of $396 thousand in our net operating assetsand liabilities. The non-cash charges primarily consisted of stock-based compensation of $108 thousand and amortization ofright-of-use assets of $76 thousand. The change in our net operating assets and liabilities was primarily due to a decrease inaccounts payable and accrued expenses of $617 thousand, an increase in accounts receivable of $153 thousand, an increase in prepaidand other current assets of $139 thousand, and a decrease of $79 thousand in lease liabilities.

Net cash used in operating activities for thesix months ended June 30, 2023 was $4.9 million, which consisted primarily of a net loss of $4.2 million, decreased by non-cash chargesof $256 thousand and a net decrease of $881 thousand in our net operating assets and liabilities. The non-cash charges primarily consistedof stock-based compensation of $165 thousand and amortization of right-of-use assets of $85 thousand. The change in our net operatingassets and liabilities was primarily due to a decrease in accounts payable and accrued expenses of $721 thousand and an increase of $125thousand in inventory.

Net cash used in operatingactivities for the year ended December 31, 2023 was $8.5 million, which consisted primarily of net loss of $8.2 million decreased bynon-cash charges of $485 thousand and increased by a net change of $752 thousand in our net operating assets and liabilities. Thenon-cash charges primarily consisted of stock-based compensation of $271 thousand and amortization of right-of-use assets of $174thousand. The change in our net operating assets and liabilities was primarily due to a decrease in accounts payable of $610thousand, an increase in prepaid and other current assets of $92 thousand, a decrease in lease liabilities of $161 thousand and anincrease in accrued expenses of $103 thousand.

Net cash used in operatingactivities for the year ended December 31, 2022 was $8.9 million, which consisted primarily of net loss of $10.1 million decreasedby non-cash charges of $572 thousand and further decreased by a net change of $605 thousand in our net operating assets andliabilities. The non-cash charges primarily consisted of stock-based compensation of $398 thousand and amortization of right-of-useassets of $164 thousand. The change in our net operating assets and liabilities was primarily due to an increase in accounts payableof $534 thousand and a decrease in prepaid and other current assets of $558 thousand, offset by an increase in inventory of $434thousand and a decrease in lease liabilities of $178 thousand.

Investing Activities

There was no cash used in investing activitiesfor the six months ended June30, 2024. Net cash used in investing activities during the six months ended June30, 2023 wasrelated to the purchases of property and equipment.

Net cash used in investing activitiesduring the years ended December 31, 2023 and 2022 was related to the purchases of equipment and product development.

Financing Activities

Our financing activities provided $3.3 million ofcash during the six months ended June30, 2024, which consisted primarily of proceeds from the sale of 4,710,000 shares of our commonstock and Common Warrants to purchase an aggregate of 11,775,000 shares of common stock in May 2024, net of offering discounts and othercosts. For the six months ended June30, 2023, our financing activities provided $4.1 million of cash, which consisted primarilyof proceeds from the sale of 200,000 shares of our common stock, net of offering discounts and other costs.

Our financing activities provided $8.5million of cash during the year ended December 31, 2023, which consisted primarily of proceeds from the sale of an aggregate of 1,369,230shares of our common stock, net of offering discounts and other costs.

Our financing activities used $528 thousandof cash during the year ended December 31, 2022, which consisted of $584 thousand of deferred offering costs in connection with the saleof our common stock which closed subsequent to December 31, 2022, offset by $56 thousand of proceeds from the exercise of stock options.

Known Trends or Uncertainties

As discussed elsewhere in this Offering Circular,the world has continued to be been affected by the lingering effects of theCOVID-19 pandemic, the ongoing conflicts between Russiaand Ukraine as well as Israel and Hamas, economic uncertainty in human capital management (“HCM”) and certain other macroeconomicfactors. Inflation has risen, Federal Reserve interest rates have increased over the last year, and the general consensus among economistscontinues tosuggest that we should expect a higher recession risk to continue for the near term. Climate change continues to bean intense topic of public discussion and is adding additional challenges and financial burden due to impending preparations and changesin the customer mindset. Additionally, it is possible that U.S. policy changes, including changes and uncertainty as a result of the upcomingU.S. presidential election, could increase market volatility. These factors, amongst other things, could result in further economic uncertaintyand volatility in the capital markets in the near term, and could negatively affect our operations. Effects of the pandemic and recenteconomic volatility have negatively impacted our business in various ways over the last three years, including as a result of global supplychain constraints at least partially attributable to the pandemic. We will continue to monitor material impacts on our HCM strategies,including potential of employee attrition, amongst other things.

Global supply chain shortages (especially when coupledwith the increase in inflation and other economic factors) could result in an increase in the cost of the components used in our products,which could result in a decrease of our gross margins or in us having to increase the price at which we sell our products until supplychain constraints are resolved. Additionally, in the event that the price of our components increases significantly or we are unable tosource sufficient components and materials from our current suppliers, or to develop relationships with additional suppliers, to manufactureenough of our products to satisfy demand, we may have to cease or slow down production and our business operations and financial conditionmay be materially harmed and we may need to alter our plan of operation.

The United States has implemented tariffson certain imported goods, including on certain items imported from China. In addition, China has imposed tariffs on a wide range of Americanproducts and placed restrictions on the export of certain items, including gallium and germanium, in retaliation for these American tariffs.As a result, there is a concern that the imposition of additional tariffs by the United States could result in the adoption of additionaltariffs or export restrictions by China and/or other countries. Any resulting trade war could negatively impact our business. The impositionof tariffs on items imported by us from China or other countries could increase our costs and could result in lowering our gross marginon products sold.

Additionally, U.S. and global markets are experiencingvolatility and disruption following the escalation of geopolitical tensions and the ongoing military conflicts between Russia and Ukraineand between Israel and Hamas. Although the length and impact of the ongoing military conflicts is highly unpredictable, the conflictsin Ukraine and the Middle East could lead to market disruptions, including significant volatility in commodity prices, credit and capitalmarkets, as well as further supply chain interruptions. Additionally, the recent military conflict in Ukraine has led to sanctions andother penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions andpenalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the globaleconomy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult forus to obtain additional funds.

Although our business has not been materially impactedby the ongoing military conflict between Russian and Ukraine or the conflict betweenIsrael and Hamas to date, it is impossible topredict the extent to which our operations, or those of our suppliers and manufacturers, will be impacted in the short and long term,or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting marketdisruptions are impossible to predict, but could be substantial. We are continuing to monitor the situations in Ukraine, the Middle Eastand globally to assess potential impacts on our business.

As a result of these global issues and other macroeconomicfactors, it has been difficult to accurately forecast our revenues or financial results, especially given the near and long term impactof the pandemic, geopolitical issues, inflation, the Federal Reserve maintaining high interest rates, the potential for a recession andrecent uncertainties stemming from the upcoming election. In addition, while the potential impact and duration of these issues on theeconomy and our business may be difficult to assess or predict, these world events have resulted in, and may continue to result in, significantdisruption of global financial markets, and may reduce our ability to access additional capital, which could negatively affect our liquidityin the future. Our results of operations could be materially below our forecasts as well, which could adversely affect our results ofoperations, disappoint analysts and investors, or cause our stock price to decline. Furthermore, a decrease in orders in a given periodcould negatively affect our revenues in future periods.

These global issues and events may also have the effectof heightening many risks associated with our customers and supply chain. We may take further actions that alter our operations as maybe required by federal, state, or local authorities from time to time, or which we determine are in our best interests. In addition, wemay decide to postpone or abandon planned investments in our business in response to changes in our business, which may impact our abilityto attract and retain customers and our rate of innovation, either of which could harm our business.

Inflation

Inflation has increased recently and future ratesare unknown. Inflationary factors, such as increases in the cost of our products (and components thereof), interest rates, overhead costsand transportation costs may adversely affect our operating results. Although we do not believe that inflation has had a material impacton our financial position or results of operations to date, we may experience some effect in the near future (especially if inflationrates continue to rise) due to supply chain constraints, consequences associated with the ongoing conflicts between Russia and Ukraineand Israel and Hamas, employee availability and wage increases, trade tariffs imposed on certain products from China and increased componentand services pricing.

Off-Balance Sheet Arrangements

We have not entered into any off-balancesheet arrangements.

Contractual Obligations and Commitments

Office Lease

The Company previously entered into a noncancelableoperating lease for approximately 9,091 square feet of office space in Hayward, California as its headquarters. The lease was set to expirein October 2025 and there was no option to renew for an additional term. The Company was obligated to pay, on a pro-rata basis, real estatetaxes and operating costs related to the premises. The lease was terminated on May 31, 2024 and the Company has no further obligationswith regard to the lease.

On May 30, 2024, we entered into a Co-WorkingSpace Agreement, pursuant to which we rent office space located at 47685 Lakeview Blvd., Fremont, California for a total $1 thousand amonth. The agreement has an initial term of six months, commencing June 1, 2024, after which it will automatically renew on a month tomonth basis until terminated.

Lease costs recorded during the six month periodsended June30, 2024 and 2023 were $84 thousand and $101 thousand, respectively.

We enter into contracts in the normal courseof business with our contract manufacturer and other vendors to assist in the manufacturing of our products and performance of our researchand development activities and other services for operating purposes. These contracts generally provide for termination for convenienceafter expiration of an advance notice period ranging from 0 to 60 days, and therefore are cancelable contracts and not included in thetable of contractual obligations and commitments. Except as set forth above, there have been no material changes to our previously disclosedbusiness strategy with respect to our contractual obligations as disclosed under Management’s Discussion and Analysis of FinancialCondition and Results of Operations - Contractual Obligations in the Company’s Annual Report on Form 10-K for the year ended December31, 2023.

Critical Accounting Policies andSignificant Judgments and Estimates

The preparation of our financial statementsin conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affectthe amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable,due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from thoseestimates.

We believe that the accounting policiesdescribed below involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most criticalto aid in fully understanding and evaluating our financial condition and results of our operations.

Revenue Recognition

The Company recognizes revenue from productsales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)Topic 606, Revenue from Contracts with Customers (“Topic 606”). The standard applies to all contracts with customers, exceptcontracts that are within scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

Under Topic 606, an entity recognizesrevenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entityexpects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determinesare in within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii)identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to theperformance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Companyonly applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchangefor the goods or services it transfers to the customer. At contract inceptions, once the contract is determined to be within the scopeof Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligationsand assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction pricethat is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company sells its products direct-to-consumerand third-party online resellers. Revenue is recognized when control of the promised goods is transferred to the customers or retailer,in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. Revenue associatedwith products holding rights of return are recognized when the Company concludes there is not a risk of significant revenue reversal inthe future periods for the expected consideration in the transaction.

The Company may receive payments at theonset of the contract and before goods have been delivered. In such instances, the Company records a deferred revenue liability. The Companyrecognizes these contract liabilities as sales after the revenue criteria are met.

The Company relies on third parties tohave procedures in place to detect and prevent credit card fraud, as the Company has exposure to losses from fraudulent charges. The Companyrecords the losses related to chargebacks as incurred.

The Company has also elected to excludefrom the measurement of the transaction price sales taxes remitted to governmental authorities.

Stock-Based Compensation

We measure all stock options and otherstock-based awards granted to our employees, directors, consultants and other non-employee service providers based on the fair value onthe date of the grant. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognizedon a straight- line basis based on the grant date fair value over the associated service period of the award, which is typically the vestingterm. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on grant datefair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance conditionis probable. Non-employee option awards are measured at the earlier of the commitment date for performance by the counterparty or thedate when the performance is complete, and compensation expense is recognized in the same manner as if we had paid cash for goods or services.

We classify stock-based compensationexpense in our statement of operations in the same way the award recipient’s payroll costs are classified or in which the awardrecipients’ service payments are classified.

We use the Black-Scholes option pricingmodel to estimate the fair value of stock options on the date of grant. Using the Black-Scholes option pricing model requires managementto make significant assumptions and judgments. We determined these assumptions for the Black-Scholes option-pricing model as discussedbelow.

As of December 31, 2023, the total compensationcost related to nonvested service-based awards not yet recognized is $440 thousand. The weighted-average period over which the nonvestedawards is expected to be recognized is 2.04 years. The aggregate intrinsic value of stock options outstanding as of December 31, 2023was zero for both vested and unvested options.

Common Stock Valuations

The fair value of the shares of commonstock underlying our stock-based awards prior to our IPO was determined by our board of directors with input from management and contemporaneousthird-party valuations. We believe that our board of directors had the relevant experience and expertise to determine the fair value ofour common stock prior to our IPO. Given the absence of a public trading market of our common stock, and in accordance with the AmericanInstitute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation,our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate ofthe fair value of our common stock at each grant date. These factors included:

In valuing our common stock, our boardof directors determined the equity value of our business using the hybrid method with input from management and contemporaneous third-partyvaluations. The hybrid method is based upon the probability-weighted value across two scenarios, being (i) successfully consummating aninitial public offering and (ii) alternative scenarios in which an initial public offering is not consummated. The hybrid method can bea useful alternative to explicitly modeling all probability-weighted expected return scenarios in situations when the company has transparencyinto one or more near term exits but is unsure about what will occur if current plans do not materialize. In the first scenario, the potentialexit date, the probability exit value and the likelihood of interim financings were considered. In the second scenario, which was assignedthe residual probability, the potential exit date, the equity volatility, the assumed interest rate, the dividend yield and equity inflectionpoints at which the allocation of proceeds changes were considered. The valuation method considers the total number of shares authorizedand outstanding, as well as recent issuances of both preferred and common stock.

Application of these approaches involvesthe use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding the time to the liquidationevent and volatility. Changes in these estimates and assumptions or the relationships between these assumptions impact our valuationsas of each valuation date and may have a material impact on the valuation of common stock.

Since completion of our IPO in 2021,the fair value of each share of underlying common stock has been based on the closing price of our common stock as reported by the NasdaqCapital Market on the date of grant, or as otherwise provided in 2021 Equity Incentive Plan. Future expense amounts for any particularperiod could be affected by changes in our assumptions or market conditions.

Emerging Growth Company Status

We are an “emerging growth company,”as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may remain an emerging growth company until December31, 2026. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosurerequirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

We have taken advantage ofreduced reporting requirements in this Offering Circular and may continue to do so until such time that we are no longer an emerginggrowth company. We will remain an “emerging growth company” until the earliest of (a) the last day of the fiscal year inwhich we have total annual gross revenues of $1.235 billion or more, (b) December 31, 2026, the last day of the fiscal yearfollowing the fifth anniversary of the completion of our IPO, (c) the date on which we have issued more than $1.0 billion innonconvertible debt during the previous three years or (d) the date on which we are deemed to be a large accelerated filer under therules of the SEC. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transitionperiod for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this extendedtransition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption ofsuch standards is required for other public companies.

In addition, we are also a smaller reportingcompany as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growthcompany. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to takeadvantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250.0million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100.0 million during themost recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measuredon the last business day of our second fiscal quarter.

Recent Accounting Pronouncements

For a description of recent accountingpronouncements, see Note 2 of the notes to our audited financial statements for the year ended December 31, 2023, included elsewhere inthis Offering Circular.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSAND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth the names, ages, and positions ofour executive officers and directors:

Executive Officers

Jennifer Ernst isa co-founder and has served as our Chief Executive Officer and as a director since September 2016; she also served as our ChiefFinancial Officer from September 2016 to July 2021. Previously, Ms. Ernst served as the Chief Executive Officer of the U.S.subsidiary of Thin Film Electronics ASA from April 2011 to December 2015. Ms. Ernst also served as the Chief Strategy Officer ofThin Film Electronics ASA from January 2014 to December 2015, where she established and guided the strategic planning process acrossall business functions and four separate product lines. Ms. Ernst also worked for Xerox PARC for over 20 years, where she heldmultiple go-to-market roles, including as the Director of Business Development. Ms. Ernst previously served as a director ofFlexTech Alliance, the U.S. national consortium for flexible and printed electronics, for four years, including one year as theChair. Ms. Ernst earned her Master of Business Administration degree from Santa Clara University.

Kimberly Bambach currentlyserves as Tivic’s Interim Chief Financial Officer since May 2023, with 30+ years of financial leadership experience in both publicand private companies. Her background includes financial leadership in medical and retail markets, manufacturing, wholesale distribution,licensing, digital media, and broadcasting. Ms. Bambach specializes in scaling finance organizations in early development stage to postcommercial, large international corporations and IPOs assisting with the navigation through transitions between the different phases ofbusiness and fundraising efforts. Prior to joining the Company, Ms. Bambach served as the Chief Financial Officer at Jushi Holdings, Inc.,where she played a pivotal role in the company’s rapid growth, reverse merger, multi-state acquisitions, equity/debt raises as wellas the associated regulatory filings in both IFRS & US GAAP. She received Bachelors of Science Degrees in Finance from SUNY Brockport,and an MBA in Strategic Planning from the Lubin School of Business at Pace University in New York City.

Blake Gurfein,PhD serves as our Chief Scientific Officer, a role that he has held since March 2019, prior to which he served as our VicePresident of Research commencing in January 2018. Dr. Gurfein leads our clinical and scientific research. In addition to hisfull-time role with the Company, he has also served as an Adjunct Assistant Professor of Medicine at the University of CaliforniaSan Francisco since 2012. Dr. Gurfein is an expert in neuromodulation device development and has served as a research executive andconsultant for several medical device and pharma companies, including as Chief Scientific Officer of Rio Grande Neurosciences from2014 to 2017 and as a Medical Writer for EMD Serono/Pfizer in 2012. Dr. Gurfein’s prior research in neuroscience andimmunology was funded by the National Institutes of Health and philanthropic donors, yielding high-impact journal publications. Dr.Gurfein has a Ph.D. in Neuroscience from the Icahn School of Medicine at Mount Sinai and an Sc.B. in Neuroscience from BrownUniversity.

Non-Employee Directors

SheryleBolton has served as a director on our board since July 16, 2019, and as Chair of the board since August 18, 2021. She is anexperienced serial technology entrepreneur, public company chief executive officer, corporate executive, speaker, board member, andinvestor. Ms. Bolton has been a corporate executive in financial services, media, and health care and has served on the boards ofprivate and public corporations, ranging from large groups of mutual funds to technology and finance companies, as well asnon-profits, including an NGO, where she served as Chair of the audit committee, focused on financing small businesses in Asia andSub-Saharan Africa and Berry College, a private college with an internationally known work-study program. Ms. Bolton worked inprivate equity investing as an investment banker at Merrill Lynch Capital Markets, as Director of Strategy at Home Box Office and inasset management at Rockefeller & Co. In her roles as Chief Executive Officer, she raised significant funding for severalstart-ups from angels, venture capital, and the public and institutional markets. She previously served as Chief Executive Officerof Scientific Learning Corporation, a health care and educational technology company, where she led the company from pre-product toIPO with venture funding from Warburg Pincus. She also served as Chief Executive Officer and Chair of the public company aftercompletion of their IPO. She has served as a board member for more than forty Scudder-Kemper mutual funds. From 2015 to 2021, Ms.Bolton was an adjunct Professor of Practice at Hult International Business School, where she taught entrepreneurship and financecourses in graduate and undergraduate programs. She has also been an invited speaker on business and entrepreneurship in the U.S.,Asia, the Pacific Rim, Latin America, and Europe. Harvard Business School recognized Ms. Bolton as one of its most influentialfemale graduates in Silicon Valley and the San Francisco Bay Area. She was a recipient of the first Springboard All-Women’sIPO Class award, formerly served as Chair of Watermark, the largest organization in Silicon Valley for female executives andentrepreneurs, and is a recipient of the “A Woman Who Made Her Mark” award, among many other honors and recognition. Ms.Bolton started her career as a Peace Corps Volunteer in Africa. She holds a Bachelor of Arts. and a Master of Arts in Linguisticsfrom the University of Georgia and a Master of Business Administration from Harvard Business School.

Karen Drexler has servedas a director on our board since July 16, 2019. Ms. Drexler has tendered her resignation from the board and its committees effective September30, 2024, but will continue as an advisor to the Company thereafter. Ms. Drexler is a serial entrepreneur with expertise in the fieldsof digital health, medical devices and diagnostics. From September 2014 to June 2020 she served as board member of, and from June 2016until June 2020, she was the Chief Executive Officer of, Sandstone Diagnostics, Inc., a private company developing instruments and consumablesfor point-of-care medical testing. Ms. Drexler also serves on the boards of ResMed (NYSE: RSMD), OutSet Medical (NASDAQ: OM), EBR Systems(ASX: EBR), VIDA Health, a leading company in Al-powered lung intelligence solutions and analytics, and Huma.ai, a medical intelligencecompany. From 2011 to 2017, she served as Chair of the board of Hygieia, Inc., a digital insulin therapy company, where she remains involvedas an advisor to the chief executive officer. She also acts as a senior strategic advisor for other early-stage companies and spent 11years on the board of the Keller Center for Innovation in Engineering Education at Princeton University. Ms. Drexler has served on numerousprivate company boards in the fields of diagnostics, medical devices, and digital health. She is an active mentor and advisor with Astia,a global nonprofit that supports high-potential female founders. She is a founding member of Astia Angels, a network of individual investorswho fund such founders, and a lead mentor with StartX, the Stanford University incubator. She is also on the Life Science and Women’sHealth Councils for Springboard, an accelerator for women-led technology-oriented companies. Through her work with Astia, Springboard,and StartX, she interacts with many promising young medtech companies. Ms. Drexler was a founder, president, and Chief Executive Officerof Amira Medical Inc., a private company focused on minimally invasive glucose monitoring technology, from 1996 until it was sold to RocheHolding AG in 2001. Before joining Amira Medical, she held management roles at LifeScan and played a key role in its sale to Johnson &Johnson (NYSE: JNJ). Ms. Drexler graduated magna cum laude with a Bachelor of Science in Chemical Engineering from Princeton Universityand earned a Master of Business Administration with honors from the Stanford University Graduate School of Business.

Dean Zikria has served as a director on our board since July 10, 2019. Mr. Zikria brings deep industry experience in allergy and asthma as wellas other chronic diseases to the board. Since August 2019, Dean has been the Founder, CEO and Chairman of Mind Machine LLC, aSilicon Valley based marketing/advertising agency—focused on the MedTech industry. From June 1, 2021 until January 2023, heserved as the Chief Commercial Officer at Intuity Medical Inc., a Silicon Valley MedTech company launching a highly disruptiveglucose meter in the diabetes industry. In addition, he has served as Chairman of DZ Advisors, LLC, a company founded by Mr. Zikriain 2017 that provides consulting and advisory services to the medtech, biotech, digital health and pharmaceutical industries; sinceinception, where he also served as President from December 2017 until May 31, 2021. Mr. Zikria also sits on the boards of thefollowing privately held companies: AsthmaTek, Inc., a startup digital health company in the asthma space; Brev.Dev, Inc., atechnology company developing a disruptive platform to aid developers. Dean previously served as Chief Executive Officer ofSpirosure Inc., a FeNO detection company for asthma diagnostics, from 2014 to 2017. Additionally, he previously served as head ofglobal marketing for Johnson & Johnson’s Animas Corporation within their medical device & diagnostics division. He washead of strategy for Pfizer Pharmaceuticals U.S. Cardiovascular Unit, a division with approximately $7 billion in annual revenues.Mr. Zikria brings experience in strategic planning, scenario planning and analysis, and mergers and acquisitions, includingsourcing, transactions and integration.

Christina Valauri has served as a strategicadvisor to the company since April 2023 and a director on our board since July 1, 2024. Ms. Valauri has over 30 years of experience inthe capital markets holding leadership roles as a healthcare analyst, director of research and senior manager at several investment banksand global financial firms. Ms. Valauri was a healthcare equity research analyst from June 1984 to December 1999, primarily focused onthe biotechnology and medical technology sectors and held this position at the following firms: Credit Lyonnais Securities (USA), Inc.April 1998 to December 1999 (acquired by Credit Agricole 2003). Grunthal & Company October 1996 to March 1998, Hancock InstitutionalEquities Services August 1995 to October 1996, Arnhold and S. Bleichroeder April 1994 to July 1995, Paine Webber Incorporated October1987 to March 1994 (acquired by UBS 2000), and Arnhold and S. Bleichroeder February 1984 to September 1987. Ms. Valauri held senior equityresearch management roles from April 1998 to December 2015. Ms. Valauri served as a Global Head of Equity Research at Cantor FitzgeraldLLC from August 2013 to July 2015, and served as a US Director of Research at Natixis (USA) from December 2008 to September 2012 as wellas serving from September 2012 to July 2013 as a senior member of the firm’s broker dealer management team for Natixis SecuritiesAmericas LLC., which provided regulatory and supervisory oversight. Prior to joining Natixis Ms. Valauri was the Director of Researchat Broadpoint Securities Group, Inc. (broker-dealer subsidiary of First Albany Cos. Inc.) from April 2001 to October 2008, where she alsoserved on firm’s equity capital markets management team over that timeframe, and held the position of Associate Director of Researchat ING Barings LLC (USA) from September 2000 to February 2001 (acquired by ABNAMRO 2001), and was the Director of US Research at CreditLyonnais from April 1998 to September 2000 (acquired by Credit Agricole 2003). Her background in equity securities research has provideda deep base of knowledge and experience in pharmaceutical, biotech, and med-tech companies. She has been recognized by the Wall StreetJournal’s “Best on the Street” All-Star Analyst Survey. Ms. Valauri has been the founder and CEO of Sagestone Advisory,LLC since July 2017, where she is also a business strategy consultant. Ms. Valauri currently serves as an Entrepreneur In Residence atWeill Cornell Medicine BioVenture eLab, since July 2023 and a Senior Mentor since April 2021. She is an advisor to early stage privateand public companies and has been an angel investor for over 20 years. Ms. Valauri also currently serves on the board of Precipio, Inc.(NYSE: PRPO), a specialty cancer diagnostics company. Ms. Valauri earned her B.A. in Biology from Reed College, and an MBA from CornellUniversity Johnson School of Management Class of 2020.

Family Relationships

There are no family relationships amongany of our directors or executive officers.

Corporate Governance

Composition of our Board of Directors

Our business and affairs are managed underthe direction of our board of directors (“Board”). The number of directors will be fixed by our Board, subject to the termsof our Charter and Bylaws, which include a requirement that the number of directors be fixed exclusively by a resolution adopted by directorsconstituting a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorizeddirectorships. The size of our Board is currently fixed at five directors, with one vacancy.

When considering whether directors andnominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilitieseffectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflectedin the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors providean appropriate mix of experience and skills relevant to the size and nature of our business.

Corporate Governance Profile

As set forth in our Charter and Bylaws,our corporate governance is structured in a manner we believe closely aligns our interests with those of our stockholders. Notable featuresof our corporate governance structure include the following:

Our directors stay informed about ourbusiness by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directorsmeet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Classified Board

In accordance with the terms ofour Charter, our Board is divided into three staggered classes, and each of our directors is assigned to one of the three classes,Class I, Class II and Class III. Each class of directors is elected for a three-year term, provided that the first term for eachclass of directors will expire as set forth below. Currently, our directors are divided among the three classes as follows:

The division of our Board into three classeswith staggered three-year terms may delay or prevent a change of our management or a change in control of our company.

Leadership Structure and RiskOversight

Currently, Ms. Ernst serves as our ChiefExecutive Officer and Ms. Bolton serves as Chair of our Board. The Board does not have a policy regarding the separation of the rolesof Chief Executive Officer and Chair of the Board, as our Board believes it is in the best interest of the Company to make that determinationbased on the position and direction of the Company and the membership of the Board.

The Board actively manages the Company’srisk oversight process and receives periodic reports from management on areas of material risk to the Company, including operational,financial, legal, and regulatory risks. The Board committees will assist the Board in fulfilling its oversight responsibilities in certainareas of risk. The Audit and Risk Committee assists the Board with its oversight of the Company’s major financial risk exposures.The Compensation Committee assists the Board with its oversight of risks arising from the Company’s compensation policies and programs.The Nominations and Corporate Governance Committee assists the Board with its oversight of risks associated with board organization, boardindependence, and corporate governance. While each committee is responsible for evaluating certain risks and overseeing the managementof those risks, the entire Board will continue to be regularly informed about the risks.

Director Independence

The Nasdaq rules require that, subjectto specified exceptions, each member of a listed company’s audit, compensation and nominations committees be independent, or, ifa listed company has no nominations committee, that director nominees be selected or recommended for the board’s selection by independentdirectors constituting a majority of the board’s independent directors. The Nasdaq rules further require that audit committee memberssatisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy the independencecriteria set forth in Rule 10C-1 under the Exchange Act.

Our Board has undertaken a review of theindependence of our directors and considered whether any director has a material relationship with us that could compromise that director’sability to exercise independent judgment in carrying out that director’s responsibilities. Our Board has affirmatively determinedthat each of Dean Zikria, Sheryle Bolton, Christina Valauri and Karen Drexler qualify as an independent director, as defined under theapplicable corporate governance standards of Nasdaq. These rules require that our Audit and Risk Committee be composed of at least threedirectors, all of whom must be independent members.

Board Committees

The Board has threestanding committees, the Audit and Risk Committee, the Compensation Committee, and the Nominations and Corporate GovernanceCommittee, to assist it with the performance of its responsibilities. The Board designates the members of these committees and thecommittee chairs based on the recommendation of the Nominations and Corporate Governance Committee. The Board has adopted writtencharters for each of these committees, all of which can be found on our corporate website at https://tivichealth.com/investor/. Thechair of each committee develops the agenda for that committee and determines the frequency and length of committee meetings.

Audit and Risk Committee

Our Board has established anAudit and Risk Committee which consists of four independent directors, Dean Zikria, Sheryle Bolton, Christina Valauri and KarenDrexler, with Sheryle Bolton serving as the Chairperson. The Board has determined that each member of the Audit and Risk Committeemeets the independence requirements of Rule 10A-3 of the Exchange Act, and the applicable rules of Nasdaq, and has sufficientknowledge in financial and auditing matters to serve on the Audit and Risk Committee. The committee’s primary dutiesinclude:

The Board has determined that SheryleBolton is an “audit committee financial expert,” as that term is defined in the rules promulgated by the SEC pursuant to theSarbanes-Oxley Act. The Board has further determined that each of the members of the Audit and Risk Committee is financially literateand that at least one member of the committee has accounting or related financial management expertise, as such terms are interpretedby the Board in its business judgment.

Compensation Committee

Our Board has established aCompensation Committee which consists of four independent directors (as defined under the general independence standards of Nasdaqand our Corporate Governance Guidelines): Dean Zikria, Sheryle Bolton, Christina Valauri and Karen Drexler are each a“non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act). Karen Drexler serves as Chairperson ofthe Compensation Committee and Sheryle Bolton will serve as interim chairperson upon Ms. Drexler’s resignation as of September30, 2024. The committee’s primary duties include:

Our Compensation Committee determinesand approves elements of executive officer compensation, except that compensation of our chief executive officer and chief financial officerwill be subject to review and approval by the Board. It also provides recommendations to the Board with respect to non-employee directorcompensation. The Compensation Committee may not delegate its authority to any other person, other than to a subcommittee.

Nominations and Corporate GovernanceCommittee

Our Board has also established a Nominationsand Corporate Governance Committee which consists of Dean Zikria, Christina Valauri, Sheryle Bolton and Karen Drexler, with ChristinaValauri serving as Chairperson. The committee’s primary duties include:

Legal Proceedings

To our knowledge, (i) no director or executiveofficer has been a director or executive officer of any business that has filed a bankruptcy petition or had a bankruptcy petition filedagainst it during the past ten years; (ii) no director or executive officer has been convicted of a criminal offense or is the subjectof a pending criminal proceeding during the past ten years; (iii) no director or executive officer has been the subject of any order,judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in anytype of business, securities or banking activities during the past ten years; and (iv) no director or officer has been found by a courtto have violated a federal or state securities or commodities law during the past ten years.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conductand Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.Our Code of Business Conduct and Ethics is available on our corporate website at https://tivichealth.com/investor/. We intend to discloseany amendments to the code, or any waivers of its requirements, on our corporate website or in a Current Report on Form 8-K.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth, for the fiscal years endedDecember 31, 2023 and December 31, 2022, the dollar value of all cash and noncash compensation earned by our named executive officers,as set forth above.

Narrative to the summary compensationtable

Employment Agreements/Arrangements

As of the year ended December 31, 2023,we had executive offer letters in place with Jennifer Ernst, our Chief Executive Officer; Blake Gurfein, our Chief Science Officer; andRyan Sabia, our Chief Operating Officer, as well as a consulting agreement with Kimberly Bambach, our Interim Chief Financial Officer.A summary of the terms is set forth below.

Currently, the annual compensation ofeach of our executive officers is determined by the Board. The named executive officers are also entitled to participate in the Company’sbenefit plans, which benefits are generally available to all full-time employees.

Executive Offer Letter with JenniferErnst

On July 31, 2021, weentered into an executive offer letter with Jennifer Ernst. Pursuant to her executive offer letter, effective July 31, 2021, Ms.Ernst is entitled to a base salary of $275 thousand and, commencing with the 2022 calendar year (payable in the first quarter of2023), will be eligible to receive, at the sole discretion of the Board, an annual end-of-year incentive bonus in an amount up to40% of her base salary. The annual end-of-year incentive bonus, if earned, will be determined by the Board, in its sole discretion,and will be dependent upon the achievement of certain Company milestones and profitability, and such other milestones as the Boarddeems appropriate.

Ms. Ernst’semployment is “at will,” meaning that either she or the Company are entitled to terminate Ms. Ernst’s employmentat any time and for any reason, with or without cause. In the event that her employment with the Company is terminated for anyreason before December 31 of any given year, she will not be entitled to receive an annual end-of-year bonus. In the event that (i)Ms. Ernst elects to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employmentfor cause, or (iii) her employment is terminated as a result of her death of complete disability, then Ms. Ernst will not beentitled to receive any separation benefits. In the event that Ms. Ernst terminates her employment for good reason or the Companyterminates her employment without cause, Ms. Ernst shall be entitled to receive 1/12 of her base salary for a period of six monthsafter termination.

Executive Offer Letter with BlakeGurfein

In January 2018, we entered into a standardat will offer with Blake Gurfein, which was amended in part in February 2019. Pursuant to his offer letter, Mr. Gurfein is entitled toa base salary of $350 thousand per annum and, will be eligible to receive, at the sole discretion of the Board, an annual end-of-yearincentive bonus in an amount up to 25% of his base salary. The annual end-of-year incentive bonus, if earned, will be determined by theBoard, in its sole discretion, and will be based on subjective or objective criteria, as approved by the Board.

Mr. Gurfein’s employment is “atwill,” meaning that either he or the Company are entitled to terminate Mr. Gurfein’s employment at any time and for any reason,with or without cause. In the event that his employment with the Company is terminated for any reason before December 31 of any givenyear, he will not be entitled to receive an annual end-of-year bonus. In the event that Mr. Gurfein’s employment terminates as aresult of an involuntary Separation of Service (as defined in the regulations interpreting Section 409A of the Internal Revenue Code),other than for cause, Mr. Gurfein will be eligible to receive his full base salary for a period of six months after termination, as wellas reimbursement for COBRA premiums him and his covered dependents for six months after termination. Notwithstanding the foregoing, suchseverance benefits shall be waived in the event that a Separation of Services occurs within 12 months of a change of control that resultsin proceeds to Mr. Gurfein of $2,000,000 or more.

Executive Offer Letter with RyanSabia

On April 1, 2022, we entered into an executiveoffer letter with Ryan Sabia. Pursuant to his executive offer letter, and prior to his termination in January 2024, Mr. Sabia was entitledto a base salary of $250 thousand per annum (subject to review and adjustment in accordance with the Company’s normal performancereview practices) and, commencing with the 2022 calendar year (payable in the first quarter of 2023), was eligible to receive, at thesole discretion of the Board, an annual end-of-year incentive bonus in an amount up to 25% of base salary. The annual end-of-year incentivebonus, if earned, was to be determined by the Board, in its sole discretion, and was to be dependent upon the achievement of certain Companymilestones and profitability, and such other milestones as the Board deems appropriate.

Mr. Sabia was terminated as an employeeand Chief Operating Officer of the Company. Mr. Sabia received salary and benefits earned by him through his termination date, and wasnot entitled to, and did not receive, any separation benefits in connection with his termination. Additionally, all outstanding optionsto purchase Company common stock held by Mr. Sabia as of his termination date terminated.

Agreement with Kimberly Bambach

Kimberly Bambach was appointed as theCompany’s Interim Chief Executive Officer, effective April 28, 2023, and was retained to provide such services as a non-employeeconsultant pursuant to a consulting agreement. Pursuant to such agreement, Ms. Bambach is entitled to receive $200 per hour for servicesprovided in her capacity as Interim Chief Financial Officer. The agreement shall remain effective until such time as it is terminatedby either party.

Outstanding Equity Awards atFiscal Year-End 2023

The following table provides informationregarding the outstanding equity awards held by our named executive officers as of December 31, 2023. See “Equity Incentive Plan Information,” below, for additional information regarding our equity incentive plans.

Equity Incentive Plan Information

The following table provides information as of December 31, 2023,regarding our equity compensation plans:

2017 Equity Incentive Plan

The Board adopted the 2017 Plan on April13, 2017. The principal purpose of the 2017 Plan was to attract, retain and motivate selected employees, consultants and directors throughthe granting of stock-based compensation awards and cash-based performance bonus awards. The material terms of the 2017 Plan are summarizedbelow. In August 2021, the Board adopted and our stockholders approved the 2021 Plan, which became effective upon the completion of ourIPO. Upon the effectiveness of the 2021 Plan, it replaced the 2017 Plan, except with respect to awards outstanding under the 2017 Plan,and no further awards are available for grant under the 2017

Plan.

Share reserve. Under the 2017 Plan,9,813 shares of our common stock were reserved for issuance pursuant to a variety of stock-based compensation awards, including stockoptions, restricted stock awards, and other stock- based awards. With respect to the share reserve under the 2017 Plan:

As noted above, upon the effectivenessof the 2021 Plan, it replaced the 2017 Plan, except with respect to awards outstanding under the 2017 Plan, and no further awards areavailable for grant under the 2017 Plan.

Administration. Following completionof our IPO, the Compensation Committee of the Board began administering the 2017 Plan. Prior to that, the 2017 Plan was administered bythe Board.

Subject to the terms and conditions ofthe 2017 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of sharesto be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessaryor advisable for the administration of the 2017 Plan. The administrator is also authorized to adopt, amend or rescind rules relating toadministration of the 2017 Plan. The Board may at any time remove the Compensation Committee as the administrator and revest in itselfthe authority to administer the 2017 Plan.

Eligibility. Options, restrictedstock and all other stock-based and cash-based awards under the 2017 Plan may be granted to individuals who are then our officers, employeesor consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors.Only employees of our company may be granted incentive stock options (“ISOs”).

Awards. The 2017 Plan providesthat the administrator may grant or issue stock options, restricted stock, other stock- or cash-based awards and dividend equivalents,or any combination thereof; provided, however, that as noted above, no additional awards may be issued under the 2017 Plan. Each awardwill be set forth in a separate agreement with the person receiving the award, which will indicate the type, terms and conditions of theaward.

Other stock-based awards may be grantedto participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment inlieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. Theplan administrator will determine the terms and conditions of other stock-based awards, which may include vesting conditions based oncontinued service, performance and/or other conditions.

Any award may be granted as a performanceaward, meaning that the award will be subject to vesting and/or payment based on the attainment of specified performance goals.

Change incontrol. In the event of a change in control, to the extent that an award (i) is vested, (ii) the terms of an award provide foracceleration of vesting upon a change in control, or (iii) the administrator elects to accelerate the vesting of the award inconnection with the change in control, the plan administrator may elect to provide for the purchase or exchange of an award for cashor other property in an amount equal to the difference between (x) the value of cash or other property the optionee would receive inconnection with such change in control if the optionee exercised the award, and (y) the aggregate exercise price of the vestedportion of the award. If the award is not purchased or exchanged as provided above, then the award will be terminated and cease tobe exercisable unless the award is expressly assumed or substituted by the acquirer.

Adjustments ofawards. In the event of any stock dividend or other distribution, stock split, reverse stock split, reorganization, combinationsor exchange of share, merger, consolidation, split-up, spin off, recapitalization, repurchase or any other corporate event affectingthe number of outstanding shares of our common stock or the share price of our common stock that would require adjustments to the2017 Plan or any awards under the 2017 Plan in order to prevent the dilution or enlargement of the potential benefits intended to bemade available thereunder, the administrator will make appropriate, proportionate adjustments to: (i) the aggregate number and typeof shares subject to the 2017 Plan; (ii) the number and kind of shares subject to outstanding awards and terms and conditions ofoutstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and(iii) the grant or exercise price per share of any outstanding awards under the 2017 Plan. In connection with the 1-for-4 reversestock split of our issued and outstanding shares of common stock that was effected on August 31, 2021, the terms of certain awardsgranted under our 2017 Plan were equitably adjusted in accordance with the provisions thereof.

Amendment and termination. Theadministrator may terminate, amend or modify the 2017 Plan at any time and from time to time. However, we must generally obtain stockholderapproval to amend or modify the 2017 Plan to the extent required by applicable law, rule or regulation (including any applicable stockexchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exerciseprice of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrenderof options having a higher per share exercise price without receiving additional stockholder approval.

No ISOs may be grantedpursuant to the 2017 Plan after the tenth anniversary of the effective date of the 2017 Plan. Any award that is outstanding on thetermination date of the 2017 Plan will remain in force according to the terms of the 2017 Plan and the applicable awardagreement.

Amended and Restated2021 Equity Incentive Plan

In August 2021, the Board adopted andour stockholders approved the 2021 Plan, which became effective upon the completion of our IPO. Upon the effectiveness of the 2021 Plan,it replaced the 2017 Plan, except with respect to awards outstanding under the 2017 Plan, and no further awards may be made under the2017 Plan. Additionally, any awards that are canceled or expire under the 2017 Plan will not be reissued. The principal purpose of the2021 Plan is to attract, retain and incentivize the Company’s employees and other service providers through the granting of certainstock-based awards, including performance-based awards. The material terms of the 2021 Plan, as it is currently contemplated, are summarizedbelow.

On June 15, 2024, the Board unanimously approved theadoption of an Amended and Restated 2021 Equity Incentive Plan (the “A&R 2021 Plan”), and directed that the A&R 2021Plan be submitted to our stockholders for their approval at the 2024 Annual Meeting. On August 9, 2024, the stockholders approved theA&R 2021 Plan.

Description of the A&R 2021 Plan

The principal provisions of the A&R 2021 Planare summarized below. This summary is not a complete description of all of the A&R 2021 Plan’s provisions and is qualified inits entirety by reference to the full text of the 2021 A&R Plan, a copy of which is attached hereto as an exhibit.

Purpose of the A&R 2021 Plan

The purpose of the A&R 2021 Plan is to (i) provideadditional incentive for selected Employees, Directors and Consultants to further the growth, development and financial success of theCompany by providing a means by which such persons can personally benefit through the ownership of capital stock of the Company, and (ii)enable the Company to secure and retain key Employees, Directors and Consultants considered important to the long-term success of theCompany by offering such persons an opportunity to own capital stock of the Company.

Share reserve. Under the A&R 2021 Plan,1,000,000 shares of our Common Stock shall initially be reserved for issuance pursuant to a variety of stock-based compensation awards,including stock options, restricted stock awards, restricted stock units, stock bonus awards and performance-based awards as of the dateof its adoption by the Company. With respect to the share reserve under the A&R 2021 Plan:

In addition, the A&R 2021 Plan provides that additionalshares will automatically be added to the shares authorized for issuance under the A&R 2021 Plan on January 1 of each year. The numberof shares added each year will be equal to the lesser of: (i) 5.0% of the shares of Common Stock outstanding on December 31st of the precedingcalendar year or (ii) such number of shares determined by the Board, in its discretion.

Administration. The Compensation Committeeof the Board is authorized to administer the A&R 2021 Plan unless the Board subsequently assumes authority for administration. TheCompensation Committee must consist of at least two members of the Board, each of whom is intended to qualify as a “non-employeedirector” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of therules of the applicable stock exchange, or other principal securities market on which shares of our Common Stock are traded. The termAdministrator refers to either the Board or the Compensation Committee, as applicable.

Additionally, the Board or Compensation Committeemay delegate certain functions under the A&R 2021 Plan to designate employees who are not Officers to be recipients of awards underthe A&R 2021 Plan, and to determine the number of shares subject to awards granted to such employees.

Subject to the terms and conditions of the A&R2021 Plan, the Administrator has the authority to construe and interpret the A&R 2021 Plan and awards granted under it and to determinethe persons to whom and the dates on which awards will be granted, the number of shares of Common Stock to be subject to each award, thetime or times during the term of each award within which all or a portion of such award may be exercised, the exercise price, the typeof consideration and other terms of the award. All decisions, determinations and interpretations by the Administrator regarding the A&R2021 Plan shall be final and binding on all participants or other persons claiming rights under the A&R 2021 Plan or any award.

Awards. The A&R 2021 Plan provides thatthe Administrator may grant or issue stock options, restricted stock, restricted stock units, other stock-based awards and dividend equivalents,or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicatethe type, terms and conditions of the award.

Eligibility. Options, restricted stock, restrictedstock units and all other stock-based awards under the A&R 2021 Plan may be granted to individuals who are then our officers, employees,directors or consultants or are the officers, employees or consultants of certain of our subsidiaries. Only employees of our company orcertain of our subsidiaries may be granted incentive stock options, or ISOs. No ISO may be granted under the A&R 2021 Plan to anyperson who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power ofthe Company or any affiliate of the Company, unless the exercise price is at least 110% of the fair market value of the stock subjectto the option on the date of grant and the term of the option does not exceed five years from the date of grant. In addition, the aggregatefair market value, determined at the time of grant, of the shares of Common Stock with respect to which ISOs are exercisable for the firsttime by a participant during any calendar year (under the A&R 2021 Plan and all other such plans of the Company and its affiliates)may not exceed $100,000. ISOs are not transferable except by will or by the laws of descent and distribution, provided that a participantmay designate a beneficiary who may exercise an option following the participant’s death.

To the extent provided by the terms ofan option, a participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option bya cash payment upon exercise, by authorizing the Company to withhold a portion of the stock otherwise issuable to the participant, orby such other method as may be set forth in the option agreement. The maximum term of options under the A&R 2021 Plan is 10 years,except that in certain cases (see Eligibility) the maximum term of certain incentive stock options is five years. Options under the A&R2021 Plan generally terminate sixty (60) days after termination of the participant’s service unless (i) such termination is dueto the participant’s disability, in which case the option may, but need not, provide that it may be exercised at any time within6 months of such termination; (ii) the participant dies before the participant’s service has terminated, or within three monthsafter termination of such service, in which case the option may, but need not, provide that it may be exercised within 12 months of theparticipant’s death by the person or persons to whom the rights to such option pass by will or by the laws of descent and distribution;or (iii) the option by its terms specifically provides otherwise. If an optionee’s service with the Company, or any affiliate ofthe Company, ceases with cause, the option will terminate at the time the optionee’s service ceases. In no event may an option beexercised after its expiration date.

Certain Corporate Transactions. In the eventof a merger, sale of all or substantially all of the assets of the Company or other change of control transaction, unless otherwise determinedby the Board, all outstanding awards will be subject to the agreement governing such merger, asset sale or other change of control transaction.Such agreement need not treat all such awards in an identical manner, and it will provide for one or more of the following with respectto each award: (i) the continuation of the award, (ii) the assumption of the award, (iii) the substitution of the award, or (iv) the paymentof the excess of the fair market value of the shares subject to the award over the exercise price or purchase price of such shares. Inthe event the successor corporation refuses to either continue, assume or substitute the shares subject to the award pursuant to the termsof the A&R 2021 Plan, or pay the excess of the fair market value of the shares subject to the award over the exercise price or purchaseprice of such shares, then outstanding awards shall vest and become exercisable as to 100% of the shares subject thereto contingent uponthe consummation of such change of control transaction.

Adjustments Provisions. Transactions not involvingreceipt of consideration by the Company, such as a merger, consolidation, reorganization, recapitalization, reincorporation, reclassification,stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, ora change in corporate structure may change the type(s), class(es) and number of shares of Common Stock subject to the A&R 2021 Planand outstanding awards. In that event, the A&R 2021 Plan will be appropriately adjusted as to the type(s), class(es) and the maximumnumber of shares of Common Stock subject to the A&R 2021 Plan, and outstanding awards will be adjusted as to the type(s), class(es),number of shares and price per share of Common Stock subject to such awards.

Amendment and termination. The administratormay terminate, amend or modify the A&R 2021 Plan at any time and from time to time. However, we must generally obtain stockholderapproval to amend or modify the A&R 2021 Plan to the extent required by applicable law, rule or regulation (including any applicablestock exchange rule). Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per shareexercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation orsurrender of options having a higher per share exercise price without receiving additional stockholder approval.

New Plan Benefits

At the present time, no specific determination hasbeen made as to the grant or allocation of future awards under the A&R 2021 Plan. Awards granted under the A&R 2021 Plan are withinthe Board’s and the Compensation Committee’s discretion, and neither the Board nor the Compensation Committee has determinedfuture awards or who might receive them. Therefore, at this time, the benefits that will be awarded or paid under the A&R 2021 Plan,if stockholder approval of the A&R 2021 Plan is obtained, cannot currently be determined. The A&R 2021 Plan does not have setbenefits or amounts, and no grants or awards have been made by the Board or the Compensation Committee that are conditioned upon stockholderapproval of the A&R 2021 Plan.

Director Compensation

The following table sets forth informationregarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board for the year ended December31, 2023.

On December 16, 2021, our Board, uponrecommendation of the Compensation Committee, approved an annual compensation plan for our Board (the “Board Compensation Plan”),which Board Compensation Plan is still in effect. In accordance with the Board Compensation Plan, directors of the Company will be entitledto receive the following annual compensation, which amounts will be paid in equal quarterly installments in accordance with our policies:

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’SCOMMON STOCK
AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock, par value $0.0001 pershare, is listed on the Nasdaq Capital Market under the ticker symbol

“TIVC.”

Holders

As of August 12, 2024, there were approximately 98shareholders of record of our common stock. A substantially greater number of holders of our common stock are “street name”or beneficial holders, whose shares are held by banks, brokers, and other financial institutions.

Dividends

We have never declared or paid cash dividendson our capital stock. We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipatepaying cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion ofour board of directors after taking into account various factors, including our financial condition, operating results, and current andanticipated cash needs. Investors should not purchase our common stock with the expectation of receiving cash dividends.

SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT

The following table sets forth certain informationregarding the beneficial ownership of our outstanding common stock as of August 12, 2024 by: (i) each of our directors, (ii) each of ournamed executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), and (iii) all of our directorsand named executive officers as a group. As of August 12, 2024, there are no persons known to us to beneficially own more than 5% of eachclass of our outstanding common stock. As of August 12, 2024, there were 6,183,592 shares of our common stock issued and outstanding.

Beneficial ownership has been determinedin accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstandingfor a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holderin the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which areexercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment powerwith respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. The Companydoes not know of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

There have not been any transactionsor any series of similar transactions, since January 1, 2022, nor are we aware of any such pending transactions, to which we were a partyor will be a party, in which:

Policies and Procedures RegardingRelated Party Transactions

Our Board has adopted a written relatedperson transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions.This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangementor relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, wherethe amount involved exceeds $120 thousand and a related person had or will have a direct or indirect material interest, including, withoutlimitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest,indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, ourAudit and Risk Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transactionis on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’sinterest in the transaction. The related person transactions disclosed in this Proxy Statement were each approved by the full Board orAudit and Risk Committee, as applicable.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilitiesarising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoingprovisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressedin the Securities Act and is therefore unenforceable.

EXPERTS

Rosenberg Rich Baker Berman, P.A., independentregistered public accounting firm, has audited our financial statements at December 31, 2023 and 2022, and for the years then ended, asset forth in their report. We have included our financial statements in this Offering Circular in reliance on Rosenberg Rich Baker BermanP.A.’s report, given on their authority as experts in accounting and auditing.

LEGAL MATTERS

Procopio, Cory,Hargreaves & Savitch LLP, San Diego, California, has acted as the Company’s legal counsel and will pass upon the validity ofthe Offered Shares offered hereunder. Carter Ledyard & Milburn LLP, New York, New York, has acted as special New York counsel to theCompany by providing an opinion on the validity of the Pre-Funded Warrants offered hereunder. The placement agent is represented by EllenoffGrossman & Schole LLP.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offeringstatement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This OfferingCircular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statementor the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offeringstatement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding thecontents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, andeach such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibitto the offering statement. The offering statement, including its exhibits and schedules, may be accessed at the SEC’s website http://www.sec.gov.These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, theSEC.

INDEX TO FINANCIAL STATEMENTS

TIVIC HEALTH SYSTEMS, INC.

Financial Statements

For the Years Ended December31, 2023 and 2022

Unaudited Interim Condensed FinancialStatements

For the Three and Six Months EndedJune 30, 2024 and 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Tivic Health Systems,Inc.

Opinion on the Financial Statements

We have audited the accompanying balancesheets of Tivic Health Systems, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referredto as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial positionof the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-yearperiod ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statementshave been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, theCompany has incurred recurring losses and negative cash flows from operations and is dependent on additional financing to fund operations.These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans inregard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from theoutcome of this uncertainty.

Basis for Opinion

These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordancewith the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain anunderstanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures thatrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Rosenberg Rich Baker Berman,P.A.

We have served as the Company’sauditor since 2020

Somerset, New Jersey

March 25, 2024

Tivic Health Systems, Inc.

Balance Sheets

December 31, 2023 and 2022

(in thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements

Tivic Health Systems, Inc.

Statements of Operations

Years Ended December 31, 2023 and 2022

(in thousands, except share and per share data)