Table of Contents As filed with the Securities and Exchange Commission on March 29, 2024 TIVIC HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 3845 81-4016391 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 25821 Industrial Blvd ...

Financial Data and Key Metrics Changes - Revenue for the year ended December 31, 2023, was $1.2 million, a decrease of 36% from $1.8 million in 2022, primarily due to a 52% decrease in ClearUP unit sales, offset by a 46% increase in average selling price per unit [27] - Cost of sales decreased to $889,000 in 2023 from $1.5 million in 2022, a reduction of 42%, attributed to the decrease in unit sales and write-offs related to old inventory [28] - The net loss for 2023 was $8.2 million, an improvement from a net loss of $10.1 million in 2022 [32] Business Line Data and Key Metrics Changes - ClearUP unit sales saw a significant decline of 52%, impacting overall revenue despite an increase in average selling price [27] - Research and development expenses remained stable at $1.7 million for both 2023 and 2022, focusing on collaborations with The Feinstein Institute [29] Market Data and Key Metrics Changes - Over 90% of sales in 2023 were direct-to-consumer, indicating a strong reliance on this sales channel [27] - The company established new distribution agreements with major players like McKesson and Cardinal Health, targeting less price-sensitive market segments [11] Company Strategy and Development Direction - The company is focused on stabilization and optimizing efficiency after turbulent years in 2021 and 2022, with efforts to stabilize the supply chain and reduce costs [4] - A significant price increase of nearly 50% was implemented in Q2 2023, which temporarily suppressed revenue but aimed to improve gross profit [10] - The company is exploring business combinations and licensing opportunities to enhance its product portfolio [37] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced in 2023, including compliance issues with NASDAQ, which necessitated a reverse stock split [14] - The focus for 2023 has been on rebuilding and recovery, with a commitment to fiscal responsibility and cost control [36] - The research pipeline is maturing, with a strong emphasis on the vagus nerve stimulation (VNS) opportunity as a significant growth area [38] Other Important Information - The company completed a 2,000-person marketing segmentation and pricing study in Q1 2023, which informed strategic decisions [10] - A reverse stock split was implemented on August 23, 2023, to regain compliance with NASDAQ listing requirements [34] Q&A Session Summary Question: What are the expectations for the ClearUP product sales moving forward? - Management expressed optimism about new distribution agreements unlocking potential sales opportunities for the ClearUP product in the coming year [11] Question: How does the company plan to address the decline in unit sales? - The company is focusing on improving gross profit through strategic pricing and operational efficiencies, while also enhancing marketing efforts [10][36]

Exhibit 99.1 • Revenue (net of returns) for 2023 was $1.2M compared to $1.8M for the year ended December 31, 2022. The decrease of $664 thousand, or 36%, was due to a 52% decrease in ClearUP unit sales, offset by 46% higher average selling price per unit. Greater than 90% of sales were direct to consumer in 2023. • Cost of sales was $889 thousand in 2023 compared to $1.5M for the year ended December 31, 2022, a decrease of $652 thousand, or 42%. The decrease was due to the 52% decrease in overall unit sales ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number: 001-41052 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction ...

Revenue Performance - Revenue for Q3 2023 decreased by $195 thousand, or 40.9%, compared to Q3 2022, primarily due to a 58% decrease in unit sales offset by a 54% increase in the per unit average sales price [117]. - For the nine months ended September 30, 2023, revenue decreased by $613 thousand, or 42.8%, compared to the same period in 2022, driven by a 57% decrease in unit sales and a 51% increase in the per unit average sales price [118]. - The company reported a revenue increase of 15% year-over-year, reaching $5.2 billion in Q3 2023 [171]. - The company projects a revenue growth of 12% for Q4 2023, with expected revenue between $5.5 billion and $5.7 billion [171]. Cost and Profitability - Gross profit for Q3 2023 was $108 thousand, an increase of $45 thousand compared to Q3 2022, despite lower revenue [115]. - Cost of sales for Q3 2023 decreased by $240 thousand, or 58%, compared to Q3 2022, primarily due to a decrease in sales volume [121]. - For the nine months ended September 30, 2023, cost of sales decreased by $639 thousand, or 54%, compared to the same period in 2022, primarily due to lower sales volume [122]. - Variable cost was $364 thousand, or $70.09 per unit, for the nine months ended September 30, 2023, compared to $1.0 million, or $85.49 per unit, for the same period in 2022 [122]. - Gross margin improved to 45%, up from 42% in the previous quarter [171]. Expenses and Financial Position - Research and development expenses for the three months ended September 30, 2023, decreased by $62 thousand compared to the same period in 2022, while remaining flat for the nine months ended September 30, 2023 [126]. - Sales and marketing expenses decreased by $901 thousand for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to reductions in unprofitable marketing spend [128]. - General and administrative expenses decreased by $914 thousand for the nine months ended September 30, 2023, compared to the same period in 2022, mainly due to lower consulting and professional fee expenses [130]. - As of September 30, 2023, the company had cash and cash equivalents of $5.2 million and an accumulated deficit of $35.6 million [131]. - The company experienced a net loss of $6.0 million for the nine months ended September 30, 2023, an improvement from a net loss of $7.8 million in the same period of 2022 [147]. - Net cash used in operating activities for the nine months ended September 30, 2023, was $6.7 million, consistent with the previous year, which also reported $6.7 million [146]. - Cash provided by financing activities increased significantly to $8.5 million for the nine months ended September 30, 2023, compared to only $56 thousand in the same period of 2022 [149]. Capital and Funding - The company raised approximately $4.8 million in net proceeds from the sale of 1,169,230 shares of common stock between July 11 and August 9, 2023 [107]. - The company completed a public offering on February 13, 2023, resulting in net proceeds of approximately $3.6 million from the sale of 200,000 shares [133]. - The company anticipates needing to raise additional capital to fund operations, including research and development and commercialization of future product candidates [142]. - The company raised capital through the sale of 1,369,230 shares of common stock during the nine months ended September 30, 2023 [149]. Strategic Initiatives - The company announced a new partnership with InStep Health to increase awareness of ClearUP, targeting approximately 2,500 healthcare professionals [110]. - The company has expanded its intellectual property portfolio and received its first international patent allowance [110]. - Product improvements are expected to enhance customer experience, including extended battery life and faster charging, anticipated to be in market by the end of Q4 2023 [110]. - The company is collaborating on a clinical trial to evaluate the treatment of postoperative pain after sinus surgery [110]. - The company completed an acquisition of a tech startup for $300 million to enhance its product offerings [171]. - The company plans to enter two new international markets by the end of 2024 [171]. Market and Operational Challenges - The company is currently facing challenges related to supply chain disruptions, which have led to increased inventory balances to ensure product availability [152]. - Inflationary pressures are expected to continue, potentially affecting the cost of products and components, although the company has not yet seen a material impact on its financial position [157]. - The ongoing geopolitical tensions, including the conflict between Russia and Ukraine, may lead to market disruptions and affect the company's ability to access additional funds [153]. - The company is evaluating alternative suppliers to mitigate risks associated with supply chain shortages and increased component costs [152]. Lease and Financial Structure - The company executed a noncancelable operating lease for approximately 9,091 square feet of office space, which expires in October 2025 [159]. - The company has not entered into any off-balance sheet arrangements, maintaining a straightforward financial structure [158].

Revenue and Sales Performance - Revenue for Q2 2023 was $161,000, a decrease of $367,000 or 69.5% compared to Q2 2022, primarily due to an 82% decrease in unit sales despite a 69% increase in the per unit average sales price [116]. - For the six months ended June 30, 2023, revenue decreased by $419 thousand, or 43.8%, compared to the same period in 2022, primarily due to a 57% decrease in unit sales, offset by a 27% increase in the per unit average sales price [119]. Cost and Expenses - Cost of sales for Q2 2023 was $100,000, down from $403,000 in Q2 2022, resulting in a gross profit of $61,000 compared to $125,000 in the same period last year [116]. - For the three months ended June 30, 2023, cost of sales decreased by $303 thousand, or 75%, compared to the same period in 2022, driven by a decrease in sales volume [121]. - For the six months ended June 30, 2023, cost of sales decreased by $397 thousand, or 52%, compared to the same period in 2022, with variable costs decreasing from $80.94 per unit to $68.50 per unit [122]. - Total operating expenses for Q2 2023 were $2,186,000, a decrease of $957,000 from $3,143,000 in Q2 2022, with significant reductions in sales and marketing expenses [116]. - Sales and marketing expenses decreased by $899 thousand for the six months ended June 30, 2023, compared to the same period in 2022, due to reductions in unprofitable marketing spend [129]. - General and administrative expenses decreased by $200 thousand for the six months ended June 30, 2023, compared to the same period in 2022, primarily due to lower consulting and professional fee expenses [131]. Net Loss and Financial Position - The net loss for Q2 2023 was $2,125,000, which is an improvement of $893,000 compared to a net loss of $3,018,000 in Q2 2022 [116]. - As of June 30, 2023, the company had cash and cash equivalents of $2.7 million and an accumulated deficit of $33.9 million [135]. - The company expects to incur substantial additional operating losses for at least the next two years as it expands markets and develops new product lines [136]. - The company has incurred an accumulated deficit of $33.9 million through June 30, 2023, and expects to continue incurring additional losses as it expands sales, marketing, and R&D activities [146]. - Cash used in operating activities for the six months ended June 30, 2023, was $4.9 million, primarily due to a net loss of $4.2 million [152]. - The company anticipates that its cash and financial resources may be insufficient to meet anticipated needs for the next twelve months, necessitating additional capital raises [146]. Financing Activities - The company sold 116,923,000 shares of common stock from July 11, 2023, to August 9, 2023, raising approximately $5.2 million in gross proceeds [104]. - The company completed a public offering on February 13, 2023, resulting in net proceeds of approximately $3.6 million from the sale of 20,000,000 shares [137]. - From July 11, 2023, to August 9, 2023, the company sold an aggregate of 116,923,000 shares, resulting in net proceeds of approximately $4.8 million [135]. - The company generated $4.1 million in cash from financing activities during the six months ended June 30, 2023, from the sale of 20 million shares of common stock [154]. Strategic Initiatives - The company has expanded its intellectual property portfolio, receiving one new issuance and filing applications for four additional Patent Cooperation Treaty (PCT) applications [106]. - A new commercial distribution agreement was executed with Cardinal Health to enhance product distribution [106]. - The company is focusing R&D efforts on high-value market segments with strong ROI potential, particularly in life-threatening or debilitating conditions [105]. - The company has initiated a healthcare professional-targeted marketing program to broaden distribution and increase unit volume [115]. - The company is currently expanding its sales revenue through direct-to-consumer channels and wholesale distribution, with future growth dependent on successful marketing campaigns and product development [147]. - The company remains committed to evaluating strategic acquisitions and partnerships to align with its growth strategy, which may require substantial cash reserves [145]. Operational Challenges - The company has experienced disruptions in the supply of materials and components, leading to increased inventory balances to ensure product availability [156]. - Inflationary pressures are expected to continue, potentially impacting operating results due to increased costs of products and components [163]. - The ongoing geopolitical tensions and economic uncertainties may adversely affect the company's operations and financial condition [155]. Accounting and Reporting - The condensed financial statements are prepared in accordance with generally accepted accounting principles in the USA [168]. - Management makes estimates and assumptions affecting reported amounts of assets and liabilities, as well as expenses during the reporting period [168]. - Significant accounting policies and estimates are detailed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 [168]. - Actual results may differ from estimates based on different assumptions or conditions [168]. - Recent accounting pronouncements are described in Note 2 of the condensed financial statements included in the Quarterly Report on Form 10-Q [170].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 OR ☐ Transmission Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______ Commission file number: 001-41052 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Tivic Health Systems, Inc. (Exact name of registrant as specified in its charter) Delaware FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number: 001-41052 81-4016391 (State or other j ...

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2023 Registration No. 333-268010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIVIC HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Delaware 3845 81-4016391 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

Table of Contents As filed with the Securities and Exchange Commission on January 6, 2023 Registration No. 333-268010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIVIC HEALTH SYSTEMS, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Delaware 3845 81-4016391 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...