Tivic Health Systems, Inc. Announces Reverse Stock Split
22 Agosto 2023 - 1:55PM
Business Wire
Tivic Health® Systems, Inc. (“Tivic”) (Nasdaq: TIVC) (“Tivic” or
the “Company), a commercial-phase health technology company that
develops and commercializes bioelectronic medicine, announced today
that its Board of Directors has declared a 1-for-100 reverse stock
split of the company’s issued and outstanding shares of common
stock. The reverse stock split will become effective on August 23,
2023 (the “Effective Date”) at 12:01 AM Eastern Time. The company’s
common stock is expected to begin trading on a split-adjusted basis
when the markets open on August 23, 2023, under the current Nasdaq
trading symbol “TIVC.”
The new CUSIP for the company’s common stock following the
reverse split will be 888705 209.
As a result of the reverse stock split, every 100 shares of the
company’s common stock issued and outstanding on the Effective Date
will be automatically reclassified into one new share of company
common stock. Proportionate adjustments will be made to the
conversion and exercise prices and the number of shares underlying
the company’s outstanding warrants, equity awards, and options, and
the number of shares reserved under the Company’s 2021 equity
incentive plan. The reverse stock split will not affect the number
of shares of common stock or preferred stock authorized for
issuance under the company’s charter or the par value of the
company’s common stock or preferred stock.
No fractional shares will be issued as a result of the reverse
stock split. Any fractional shares of common stock resulting from
the reverse stock split will be rounded up to the nearest whole
share and no stockholders will receive cash in lieu of fractional
shares. The reverse stock split will affect all stockholders
uniformly and will not alter any stockholder’s percentage interest
in the company, except to the extent that the reverse stock split
would result in a stockholder owning slightly more common shares as
a result of the rounding up to the next whole share for each
fractional share.
The company’s transfer agent, Equiniti Trust Company
(“Equiniti”), is acting as the exchange agent for the reverse stock
split. Stockholders who hold their shares in book-entry form or
through a bank, broker, or other nominee do not need to take any
action in connection with the reverse stock split. Stockholders of
record will be receiving information from Equiniti regarding their
common stock ownership post-reverse stock split.
The reverse stock split is primarily intended to bring the
company back into compliance with the continued listing
requirements of the Nasdaq Capital Market, including the minimum
bid price requirement. As previously announced, in July, the
company received a notification letter from the Listing
Qualifications Department of Nasdaq notifying the company that the
Staff has determined to delist the company’s common stock from the
Nasdaq Capital Market as a result of its common stock closing at a
price of $0.10 or below for ten consecutive trading days. The
company appealed the determination and has a hearing scheduled for
September 21, 2023. Although no guarantees can be offered, the
company believes that this reverse stock split will allow it to
regain compliance with the Nasdaq continued listing requirements,
well in advance of the September hearing date, and will enable the
company to maintain its Nasdaq listing.
Additional information about the reverse stock split and Tivic
Health can be accessed and viewed at the SEC’s website,
www.sec.gov, and at the company’s website,
https://tivichealth.com.
About Tivic
Tivic is a commercial health tech company advancing the field of
bioelectronic medicine. Tivic’s patented technology platform
leverages stimulation on the trigeminal, sympathetic, and vagus
nerve structures. Tivic’s non-invasive and targeted approach to the
treatment of inflammatory chronic health conditions gives consumers
and providers drug-free therapeutic solutions with high safety
profiles, low risk, and broad applications. Tivic’s first
commercial product ClearUP is an FDA approved, award-winning,
handheld bioelectronic sinus device. ClearUP is clinically proven,
doctor-recommended, and is available through online retailers and
commercial distributors. For more information visit
http://tivichealth.com @TivicHealth.
Forward-Looking Statements
This press release may contain "forward-looking statements" that
are subject to substantial risks and uncertainties. All statements,
other than statements of historical fact, contained in this press
release are forward-looking statements. Forward-looking statements
contained in this press release may be identified by the use of
words such as “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “aim,” “should,”
“will” “would,” or the negative of these words or other similar
expressions, although not all forward-looking statements contain
these words. Forward-looking statements are based on Tivic Health
Systems, Inc.’s current expectations and are subject to inherent
uncertainties, risks, and assumptions that are difficult to
predict. Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Actual results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: Nasdaq’s grant of additional time to
regain compliance with the minimum bid price requirement; the
effectiveness of the reverse stock split; the continued listing of
the company’s common stock on the Nasdaq Capital Market; and the
company's financial condition. Given these risks and uncertainties,
you are cautioned not to place undue reliance on such
forward-looking statements. For a discussion of other risks and
uncertainties, and other important factors, any of which could
cause Tivic’s actual results to differ from those contained in the
forward-looking statements, see Tivic’s filings with the SEC,
including, its Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC on March 31, 2023, under the
heading "Risk Factors"; as well as the company’s subsequent filings
with the SEC. Forward-looking statements contained in this press
release are made as of this date, and Tivic Health Systems, Inc.
undertakes no duty to update such information except as required by
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230822869032/en/
Media Contact Kayleigh Westerfield
kayleigh.westerfield@tivichealth.com
Investor Contact Hanover International, Inc.
ir@tivichealth.com
Tivic Health Systems (NASDAQ:TIVC)
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