📰 Preliminary Proxy Statement Overview 📜

This document is a preliminary proxy statement (PRE 14A), which means Tivic Health Systems, Inc. (TIVC) is providing detailed information to its stockholders ahead of the 2026 Annual Meeting of Stockholders. Essentially, it's an instruction manual detailing everything that will be voted on, from electing board members to approving large financing deals.

👉 What to expect: The document lays out the full scope of the Annual Meeting, outlining nine specific proposals that require stockholder votes. The Board unanimously recommends voting "FOR" all proposals to ensure the company can continue its operations and raise necessary capital.

🏢 What Tivic Health Systems Does 🧬

In simple terms, Tivic Health Systems operates in the healthcare technology space, developing solutions for chronic diseases. While the filings don't detail specific product lines, the company's focus on generating revenue and developing pre-clinical and clinical programs signals its position as a biomedical/MedTech developer.

👉 The company's financial health and ability to fund development are critical, as evidenced by the need to raise significant capital through multiple convertible instruments (like the Series C and Notes).

🗓️ Annual Meeting Logistics and Voting Rules 🗳️

The 2026 Annual Meeting of Stockholders is being held virtually, offering a convenient option for all stockholders regardless of location. Stockholders can attend and vote online, or they can submit their proxy vote by mail, phone, or via the internet.

• When: The meeting is scheduled for a date to be announced, but stockholders receive the proxy materials on or about [____], 2026.
• Format: The meeting will be entirely virtual, eliminating geographical barriers for participation.
• Who Votes: Only stockholders of record who owned Common Stock at the close of business on the Record Date (which is set for [____], 2026) are entitled to vote. Note that holders of Preferred Stock are not entitled to vote on these matters.
• Quorum: To conduct business, a quorum is defined as the presence (in person or by proxy) of the holders of one-third of the Company’s Common Stock outstanding.
• Voting Proxy: If you sign the proxy card without specific instructions, your vote will default to "FOR" on all the Board's recommendations.

👑 Election of Director and Governance (Proposal 1) 🧑‍⚖️

This proposal addresses the necessary corporate governance aspect: electing a new director. The Board of Directors is divided into three staggered classes, and this vote is required to elect one Class II director.

• The Nominee: The Board has nominated Dean Zikria for re-election.
• Why He Matters: Mr. Zikria is highly experienced in the MedTech industry. His background includes serving as Founder, CEO, and Chairman of Mind Machine LLC (a Silicon Valley marketing agency focused on MedTech), and previously serving as Head of strategy for Pfizer Pharmaceuticals U.S. Cardiovascular Unit.
• Board Goal: The Nominations and Corporate Governance Committee aims to keep the Board skilled and experienced, seeking to balance the continuity of service with new perspectives.

🛠️ Amending the Equity Incentive Plan (Proposal 2) 💰

This is a critical, complex proposal that asks for approval to increase the number of shares reserved for employee compensation. The original plan (the “2021 Plan”) is being amended to issue an additional 2,581,608 shares of Common Stock.

• Purpose: The primary goal is to attract, retain, and incentivize key employees, officers, and service providers. The Board argues that equity grants are crucial for long-term success, especially since the company requires significant future capital.
• The Numbers:
  • Currently authorized shares: 637,958 shares.
  • Shares available for future grants (currently): 297,751 shares.
  • New total authorized shares (if approved): 3,219,566 shares.
• Dilution Impact: The Board performed a dilution analysis, concluding that the increase is "reasonable." Without this amendment, the number of shares authorized would remain at 637,958 shares (subject to annual increases).

🏛️ Accounting Firm Ratification (Proposal 3) 📊

This proposal asks stockholders to ratify the selection of Rosenberg Rich Baker Berman, P.A. (RRBB) as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Why it Matters: Even though laws don't require this vote, the Audit and Risk Committee is submitting it "as a matter of good corporate practice." If the vote fails, the committee will reconsider its selection of RRBB.
• Fees: RRBB billed the following total fees for the years ending December 31, 2025 and 2024:
  • 2025 Total: $149,760
  • 2024 Total: $135,000
• Oversight: The Audit and Risk Committee is responsible for pre-approving all auditing services and related fees.

🔄 Financing and Conversion Proposals (Proposals 4, 5, 6, and 7) 💵

The majority of the votes relate to corporate financing—approving the sale and issuance of shares to institutional investors. These proposals are structured around the conversion of preferred stock, notes, and warrants into Common Stock.

💼 Proposal 4: Series C Investors 🚀

This vote approves the issuance of Common Stock upon the conversion of shares and exercise of warrants for Series C Preferred Investors (The "Series C Preferred Purchase Agreement" from December 9, 2025).

• The Deal: This allows the company to raise up to $75.0 million from the Series C Preferred Investors through a Preferred Offering that will take place in several tranches before June 9, 2027.
• Investment Mechanism: The Series C Preferred Investors are purchasing Series C Non-Voting Convertible Preferred Stock and warrants.
• Significance: This is a major financing effort providing substantial capital to the company.

🔗 Proposal 5: 3i LP Note Conversion ✍️

This vote approves the issuance of Common Stock upon the conversion of a Senior Secured Convertible Note and the exercise of its corresponding warrant for 3i, LP.

• The Deal: The Notes Purchase Agreement issued to 3i, LP on December 9, 2025, involved a purchase price of $16,253,147.10.
• Conversion Shares: The company has issued a warrant to purchase up to an aggregate of 4,553,213 shares of Common Stock.
• Mechanism: The stockholders must approve this conversion, which is fundamental to the financing provided by 3i.

📈 Proposal 6: 3i LP Series B Conversion ⏫

This vote approves the issuance of Common Stock upon the conversion of Series B Non-Voting Convertible Preferred Stock and the exercise of its associated warrants for 3i, LP.

• The Deal: The total purchase price under the Series B Preferred Purchase Agreement is up to $8.4 million.
• Shares/Warrants: This utilizes shares of Series B Non-Voting Convertible Preferred Stock and warrants, which were previously acquired by 3i, LP from Helena Global Investment Opportunities 1 Ltd.
• Goal: This allows the company to close out a portion of its financing rounds.

💳 Proposal 7: Equity Line of Credit (Tumim Stone Capital) 🛡️

This vote approves the sale and issuance of Common Stock to Tumim Stone Capital, LLC under the Equity Line of Credit established on February 6, 2026.

• The Deal: This establishes a line of credit allowing the company to sell up to $50 million worth of Common Stock over a two-year term.
• Purpose: This serves as a critical, flexible source of working capital for the company's operations and development.

🔮 Adjournment of Meeting (Proposal 8) ⏱️

This is a standard, procedural proposal allowing the Board to adjourn the Annual Meeting if not enough votes are received to pass any of the other key proposals (Proposals 1 through 7).

👉 Why it Matters: This proposal acts as a safety net, ensuring that if the initial vote is inconclusive, the company has the power to gather more votes or delay the decision-making process.

⚙️ Summary of Governance and Corporate Policies 📜

The Board section covered several key operational rules.

• Board Structure: The Board is divided into three staggered classes of directors.
• Committees: Key committees include the Nomination and Corporate Governance Committee, and the Audit and Risk Committee.
• Policies: The company maintains policies regarding Code of Business Conduct and Ethics, Insider Trading, and Anti-Hedging.
• Related Parties: The Board requires review of all related party transactions to ensure they are in the best interest of the Company and stockholders.

📅 Key Dates and Contacts 📧

For stockholders, this section provides essential information on how and when to interact with the company.

• Annual Meeting Date: The date is listed as [____], [__], 2026 (The specific date is omitted in the provided text).
• Record Date: The critical date for determining who is entitled to vote is [____], 2026.
• Mailing/Online: Materials will be distributed on or about [_______], 2026.
• Official Contact Address: 1305 E. Houston Street, Building 1, Suite 311, San Antonio, TX 78205.
• Phone: (888) 276-6888.
• Online Access: Proxy materials and the Annual Report will be accessible online on or about [____], 2026, at: https://tivichealth.com/investors/sec-filings/.

🧠 The Analogy ⛽

Think of Tivic Health Systems like a startup building a specialized race car. The cash and votes requested in this proxy statement are like different fuel sources. Proposal 7 (Tumim) is the fuel tanker that provides immediate, flexible cash. Proposals 4, 5, and 6 (Series C, 3i) are major investment funding rounds that give the car the initial engine power. Proposal 2 (Equity Plan) is the toolkit of spare parts and incentive bonuses—the promise that the people building the car will be motivated to keep making it faster, ensuring the company can continue racing to market breakthroughs.

🧩 Final Takeaway 🚩

The 2026 Annual Meeting is primarily a major capital raise event. Stockholders must vote overwhelmingly FOR the proposed financing deals (Series C, 3i, Tumim) and the Equity Plan Amendment to ensure the company has the necessary cash and incentive structure to advance its clinical and development programs.