UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2024, the Company adopted its Amended and Restated 2021 Equity Incentive Plan (the “A&R Plan”), which amends and restates the Company’s 2021 Equity Incentive Plan (the “Original Plan”) in full. The Company’s Board of Directors (the “Board”) unanimously approved the adoption of the A&R Plan, subject to stockholder approval, on June 15, 2024, and, as described in Item 5.07 below, the Company’s stockholders approved the A&R Plan at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) held on August 9, 2024.
The A&R Plan amends the Original Plan to:
Additional information regarding the A&R Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on June 28, 2024, which information is incorporated herein by reference. Such information and the foregoing description of the A&R Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Company’s A&R Plan, a copy of which is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 9, 2024, the Company held the Annual Meeting in a virtual format. At the close of business on June 17, 2024, the record date for the Annual Meeting, there were 6,183,592 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the record date. At the Annual Meeting, 2,395,964 of the Company’s 6,183,592 shares of common stock entitled to vote as of the record date, or approximately 38.7%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement, which information is incorporated herein by reference.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal No. 1: The Company’s stockholders elected two Class III directors, to hold office until the Company’s 2027 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation or removal, as follows:
Name of Director |
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Votes For |
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Withhold |
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Broker Non-Votes |
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Jennifer Ernst |
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654,527 |
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149,582 |
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1,591,855 |
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Sheryle Bolton |
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596,810 |
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207,299 |
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1,591,855 |
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Proposal No. 2: The Company’s stockholders approved the adoption of the A&R Plan, as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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581,820 |
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215,605 |
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6,684 |
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1,591,855 |
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Proposal No. 3: The Company’s stockholders ratified the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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2,241,997 |
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153,663 |
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304 |
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- |
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Proposal No. 4: The Company’s stockholders approved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the Annual Meeting, as follows:
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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1,993,342 |
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390,670 |
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11,952 |
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- |
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Although Proposal No. 4 was approved by the Company’s stockholders, the chair of the Annual Meeting did not elect to adjourn the meeting, as all of the foregoing proposals were also approved.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits |
Exhibit No. |
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Description |
10.1 |
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Tivic Health System, Inc. Amended and Restated 2021 Equity Incentive Plan, dated August 9, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TIVIC HEALTH SYSTEMS, INC. |
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Date: |
August 13, 2024 |
By: |
/s/ Jennifer Ernst |
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Name: Jennifer Ernst |