Tivic Health Systems(TIVC) - 2025 Q3 - Quarterly Report

Product Development and Regulatory Approvals - Tivic Health's lead product candidate, Entolimod™, is in late-stage development for treating acute radiation syndrome (ARS) and has received Fast Track and Orphan Drug designations from the FDA[183]. - Tivic Health has invested over $140 million in Entolimod and Entolasta, including $35.6 million from various government agencies, and plans to initiate Phase 2 clinical studies for oncology-related indications[188]. - The company plans to validate the manufacturing process for Entolimod to submit a biologics license application (BLA) to the FDA, which is crucial for marketing the product in the U.S.[189]. - The FDA has granted Entolimod designations to mitigate the likelihood of death following a potential lethal dose of total body ionization during radiation disasters[188]. - The company plans to increase investments in manufacturing and regulatory processes for product candidates Entolimod and Entolasta as it prepares to seek a Biologics License Application (BLA) from the FDA[229]. Financial Performance and Revenue - For the three months ended September 30, 2025, revenue increased by $20 thousand, or 16%, compared to the same period in 2024, primarily due to a 40% increase in the number of units sold[206]. - For the nine months ended September 30, 2025, revenue decreased by $298 thousand, or 50%, compared to the same period in 2024, primarily due to a 45% decrease in the number of units sold[207]. - The company expects revenues to decrease significantly as it plans to exit the consumer business by the end of the year[208]. - Cash used in operating activities for the nine months ended September 30, 2025, was $4.7 million, primarily due to a net loss of $6.0 million, offset by non-cash charges of $857 thousand[244]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $6.7 million, including proceeds from the sale of common stock and Series B Preferred Stock[247]. Expenses and Financial Challenges - Cost of sales for the three months ended September 30, 2025, increased by $209 thousand, or 255%, compared to the same period in 2024, primarily due to a $230 thousand inventory reserve for excess and obsolete inventory[210]. - Research and development expenses increased by $436 thousand for the three months ended September 30, 2025, and by $868 thousand for the nine months ended September 30, 2025, primarily due to the addition of the biopharma program[215]. - General and administrative expenses increased by $246 thousand for the three months ended September 30, 2025, and by $521 thousand for the nine months ended September 30, 2025, driven by increased employee-related costs and legal fees[220][221]. - The company incurred an accumulated deficit of $49.6 million through September 30, 2025, and expects to continue incurring losses in the future as it expands research and development activities[236]. - The company anticipates that its cash and financial resources may be insufficient to meet anticipated needs for the next twelve months, raising substantial doubt about its ability to continue as a going concern[236]. Strategic Changes and Business Focus - The company has shifted focus from its consumer health business to advancing its biologic pipeline, leading to the discontinuation of the ClearUP device by year-end[184][186]. - The company plans to wind down its consumer health business, which is expected to lead to a decline in revenue until regulatory approval is obtained for new product candidates[230]. - The company may consider strategic acquisitions or licensing opportunities that align with its growth plan, which could require a substantial portion of its cash reserves[235]. Operational and Market Conditions - The ongoing geopolitical conflicts, including those in Ukraine and Israel, have led to increased economic uncertainty and volatility in capital markets, potentially impacting the company's operations[249][255][256]. - Supply chain disruptions in 2022 resulted in increased inventory balances, with material reserves expected in 2024 and 2025 due to ongoing shortages and financial stress of contract manufacturers[250][251]. - Inflation has significantly increased in 2024, affecting costs related to products, interest rates, and transportation, which may impact future operating results[259]. - The recent prolonged shutdown of the U.S. federal government has created challenges in forecasting future revenues and financial results due to increased economic volatility[257]. - The company is considering alternative contract manufacturers due to the financial instability of its current contract manufacturer, which may affect production timelines[268]. Agreements and Funding - The company has entered into an Equity Purchase Agreement allowing it to sell up to $25 million in common stock over 24 months, with gross proceeds of $783 thousand from 235,792 shares sold as of September 30, 2025[195]. - A Preferred Purchase Agreement has been established for the sale of up to 8,400 shares of Series B Non-Voting Convertible Preferred Stock, generating gross proceeds of $4.9 million from four tranche closings[196]. - The company closed multiple tranches of funding under the Preferred Purchase Agreement, raising a total of $8.4 million, with net proceeds from various tranches totaling approximately $4.8 million[226]. Miscellaneous - The company has not entered into any off-balance sheet arrangements, maintaining a straightforward financial structure[260]. - Significant accounting policies and estimates are detailed in Note 2 of the condensed financial statements[271]. - Recent accounting pronouncements are also described in Note 2 of the condensed financial statements[272]. - There are no applicable quantitative and qualitative disclosures about market risk[273].