M&A - Tivic Health Systems, Inc.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025050485

Filing Summary: On March 28, 2025, Tivic Health Systems, Inc. exercised its Exclusive Option to acquire the worldwide license for the Neutropenia indication related to its previous License Agreement with Statera Biopharma, Inc. The Company paid a total of $500,000 as the first milestone payment, which is linked to filing an IND and starting a Phase 2 clinical study for Neutropenia. This exercise obligates Tivic to develop and commercialize the licensed products while meeting certain defined milestones. Furthermore, as part of the agreement, the Company issued 55,704 shares of common stock and 131.1267 shares of Series A Preferred Stock to Statera and Avenue Venture Opportunities Fund, L.P. as consideration for the milestone payment. The issued shares are subject to registration exemptions and are considered 'restricted securities' under applicable laws. The License Agreement details considerations for future milestones and potential payments related to ongoing developments in the Neutropenia indication.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025018419

Filing Summary: On February 10, 2025, Tivic Health Systems, Inc. filed a Form 8-K concerning its acquisition of an exclusive license from Statera Biopharma, Inc. The license pertains to a Toll-like Receptor 5 agonist program known as Entolimod for treating Acute Radiation Syndrome. In exchange for a license fee of $1,500,000, which includes cash and stock consideration, Tivic has the right to develop and commercialize the licensed product and has the option to acquire additional indications. This includes milestones and royalty obligations tied to the development and commercialization of both Entolimod and other potential uses. Additionally, the agreement includes provisions for Statera to nominate an individual to Tivic's Board of Directors and states that Tivic will hold a stockholders' meeting to seek approval for the conversion of Series A Preferred Stock into common shares. Furthermore, on the same date, Tivic also entered into a Securities Purchase Agreement with Statera, issuing shares for about $1.2 million.

Document Link: View Document