Tivic Health Systems (TIVC) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 19, 2026, to vote on six proposals, including new equity issuances and an amendment to the equity incentive plan.

• Meeting will be held virtually, with voting available online, by phone, or by mail.

• Only common stockholders as of December 29, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series C Preferred and related warrants.

• Proposal 2: Approve issuance of common stock upon conversion of a senior secured convertible note and warrant to 3i, LP.

• Proposal 3: Approve issuance of common stock upon conversion of Series B Preferred and related warrants to 3i.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes.

• Proposal 5: Approve sale and issuance of common stock to Tumim Stone Capital under a $50M equity line of credit, potentially exceeding 19.99% of outstanding shares.

• Proposal 6: Approve amendment to the 2021 Equity Incentive Plan to increase authorized shares by 2,581,608.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board has reviewed and approved all proposals, recommending shareholder approval.

• Chairperson Sheryle Bolton signed communications and notices.