Valion Bio, Inc S-1/A, filed Oct 29, 2021

Valion Bio, Inc. (VBIO)

S-1/A 2021-10-29

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Delaware		3845		81-4016391
(State or Other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

Title of Each Class of Securities to Be Registered		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee⁽⁶⁾
Common Stock, par value $0.0001 per share⁽²⁾⁽³⁾	$	17,250,000	$	1,881.98
Representative’s Warrants⁽⁴⁾		-		-
Common Stock issuable upon exercise of the Representative’s Warrants⁽⁵⁾	$	1,078,125	$	117.62
Total	$	18,328,125	$	1,999.60

⁽¹⁾	Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

⁽²⁾	Pursuant to Rule 416 under the Securities Act, the shares registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, distributions, recapitalizations or other similar transactions.

⁽³⁾	Includes the offering price of shares of common stock that the representative of the underwriter has the option to purchase to cover over-allotments, if any.

⁽⁴⁾	No fee required pursuant to Rule 457(g) under the Securities Act.

⁽⁵⁾	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The representative’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $1,078,125, which is equal to 125% of $862,500 (which is 5% of $17,250,000).

⁽⁶⁾	Previously paid.

		Per Share		Total
Initial public offering price	$		$
Underwriting discounts and commissions⁽¹⁾	$		$
Proceeds to us, before expenses	$		$

PROSPECTUS SUMMARY		2
THE OFFERING		9
SUMMARY FINANCIAL DATA		11
RISK FACTORS		13
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS		31
USE OF PROCEEDS		32
DIVIDEND POLICY		33
CAPITALIZATION		34
DILUTION		36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		37
BUSINESS		50
MANAGEMENT		68
EXECUTIVE AND DIRECTOR COMPENSATION		73
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		81
PRINCIPAL STOCKHOLDERS		82
DESCRIPTION OF CAPITAL STOCK		84
SHARES ELIGIBLE FOR FUTURE SALE		87
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		89
UNDERWRITING		93
LEGAL MATTERS		99
EXPERTS		99
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		99
INTERESTS OF NAMED EXPERTS AND COUNSEL		99
WHERE YOU CAN FIND MORE INFORMATION		100
INDEX TO FINANCIAL STATEMENTS		F-1

	·	70% of sufferers are not completely satisfied with current over the counter treatment options;

	·	90% are interested in treatments that reduce use of medications; and

	·	66% are concerned about side effects.

	·	chronic quality-of-life conditions such as migraines (39 million U.S.), temporomandibular joint disorder (31 million U.S.), and tinnitus (50 million U.S.);

	·	severe, life-altering conditions such as trigeminal neuralgia (150,000 U.S., severe condition); and

	·	acute conditions such as ear infections (50% of children) and pain and swelling from facial and sinus surgeries (600,000 functional endoscopic surgeries annually, U.S.).

	·	Four issued U.S. patents and 18 additional international and U.S. patents pending;

	·	Three regulatory clearances: (US FDA 510(k) number K182025, US FDA De Novo number DEN200006 and EU CE Mark Certificate number CE 704687) for use of ClearUP to treat sinus pain, pressure and congestion;

	·	Two published, peer-reviewed studies in high-impact academic journals; and

	·	Over 500 4- and 5-star reviews.

Common stock offered by us	2,727,272 shares.

Common stock outstanding before this offering	2,833,958 shares.

Common stock to be outstanding after this offering⁽¹⁾	8,881,181 shares (or 9,290,271 shares if the underwriters exercise their option to purchase additional shares in full).

Representative of the underwriter’s option to purchase additional shares of our common stock	409,090 shares (which may be purchased from us for 45 days from the date of this prospectus to cover over-allotments, if any).

Use of proceeds	We estimate that the net proceeds from this offering will be approximately $12.9 million (or approximately $15.0 million if the underwriters exercise in full their option to purchase up to additional shares of common stock), based on an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and thereby enable access to the public equity markets for us and our stockholders. We currently anticipate our use of the net proceeds from this offering, together with our existing resources, will include: (i) expanding advertising and public relations, growing social media presence, upgrading and optimizing ecommerce infrastructure, online/website design, and branding, and other initiatives to grow sales of ClearUP and to market Tivic Health as a trusted brand for evidence-based health devices and services based on bioelectronic medicine; (ii) expanding our clinical research and development activities to identify and validate new product candidates, move them through pre-clinical and clinical development, and develop go-to-market strategies; (iii) building and launching the next generation of ClearUP Gen 2; and (iv) using the balance for general working capital. Although we may, from time to time, evaluate potential strategic investments and acquisitions, we do not have any definitive agreements in place to make any such acquisitions at this current time. We will have broad discretion in the way that we use the net proceeds of this offering. For additional information please refer to the section entitled “Use of Proceeds” on page 32 of this prospectus.

Representative’s Warrants	The registration statement of which this prospectus is a part also registers for sale warrants to purchase shares of our common stock which we will issue to the representative of the underwriters as a portion of the underwriting compensation payable to the underwriters in connection with this offering. The warrants will be exercisable for a four-and-one-half year period commencing 180 days following the commencement of sales in this offering at an exercise price equal to 125% of the initial public offering price of the common stock. Please see “Underwriting – Representative’s Warrants” for a description of these warrants.

Risk factors	You should read the “Risk Factors” section of this prospectus and the other information in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Market Symbol and trading	We have applied to list our common stock on the Nasdaq Capital Market under the ticker symbol “TIVC.” No assurance can be given that our application will be approved.

	·	376,969 shares of common stock issuable upon exercise of options to purchase shares of common stock outstanding as of October 20, 2021, with a weighted-average exercise price of approximately $0.79 per share;

	·	100,000 shares of common stock issuable upon exercise of warrants to purchase shares of common stock, all with an exercise price of approximately $1.04 per share, 50,000 of which warrants were issued to a consultant on July 1, 2021 and 50,000 of which warrants shall be issued to the same consultant as soon as reasonably practicable after consummation of this offering;

	·	shares of common stock issuable upon exercise of warrants to be issued to the representative of the underwriters as compensation in connection with this offering at an exercise price equal to 125% of the initial offering price of the common stock;

	·	937,500 shares of common stock to be reserved for future issuance under our 2021 Equity Incentive Plan (“2021 Plan”), which will be effective upon the completion of this offering.

	·	the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 2,227,116 shares of common stock immediately prior to the completion of this offering;

	·	the conversion and settlement of the aggregate outstanding principal amount plus accrued interest (approximately $4,429,721 and $78,301, respectively, as of October 20, 2021) under our outstanding convertible promissory notes into approximately 1,092,835 shares of our common stock, based on an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, and an assumed conversion price of $4.125 per share (75% of the assumed initial public offering price per share);

	·	no exercise of outstanding options or warrants;

	·	no exercise by the underwriters of their option to purchase up to 409,090 additional shares of our common stock from us to cover over-allotments, if any;

	·	the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, which will occur immediately prior to the completion of this offering;

	·	an assumed initial public offering price of $5.50 per share, which is the midpoint of the estimate of the price range set forth on the cover page of this prospectus; and

	Year ended						Nine Months Ended
(in thousands, except per share data)	December 31,						September 30,
	2020			2019			2021			2020
							(unaudited)			(unaudited)
Total revenue	$	860		$	420		$	800		$	489
Cost of sales	$	1,085		$	709		$	904		$	632
Operating expenses
Research and development	$	659		$	990		$	570		$	566
Sales and marketing	$	1,306		$	1,191		$	969		$	884
General and administrative	$	1,014		$	1,173		$	1,698		$	806
Total operating expenses	$	2,979		$	3,354		$	3,237		$	2,256
Interest expense	$	(423	)	$	(443	)	$	(1,671	)	$	(136	)
Change in fair value of derivative liabilities	$	(27	)	$	(75	)	$	81		$	(1	)
Other income	$	15		$	15		$	162		$	14
Provision for income taxes	$	-		$	2		$	1		$	-
Net loss	$	(3,639	)	$	(4,148	)	$	(4,770	)	$	(2,522	)

Net loss per share – basic and diluted⁽¹⁾	$	(1.58	)	$	(1.80	)	$	(1.96	)	$	(1.10	)

(in thousands)	As of September 30, 2021
	Actual			Pro Forma ⁽¹⁾			Pro Forma As Adjusted ⁽²⁾
	(unaudited)			(unaudited)			(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	848		$	848		$	13,773
Working capital (deficit)	$	(4,195	)	$	(152)		$	12,773
Deferred Offering Costs	$	555		$	555		$	-
Total assets	$	1,981		$	1,981		$	14,351
Convertible notes payable accrued interest ⁽³⁾	$	68		$	-		$	-
Current portion of convertible notes payable, net of debt discount ⁽⁴⁾	$	1,985		$	-		$	-
Conversion feature derivative liability	$	1,991		$	-		$	-
Convertible notes payable, net of debt discount ⁽⁵⁾	$	2,180		$	-		$	-
Total liabilities	$	7,773		$	1,549		$	1,549
Accumulated deficit	$	(15,822	)	$	(16,019	)	$	(16,019	)
Total stockholders’ equity (deficit)	$	(5,792	)	$	432		$	12,802

	⁽²⁾	Pro forma as adjusted balance sheet data reflects the items described in footnote 1 and our sale of 2,727,272 shares of common stock in this offering at an assumed initial public offering price of $5.50 per share, which is the midpoint of the estimate of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Pro forma as adjusted balance sheet data is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price per share of common stock would increase (decrease) the amount of cash and cash equivalents, working capital, total assets, and total stockholders’ equity by approximately $2,495,000, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, estimated offering expenses payable by us. We may also increase or decrease the number of shares of common stock to be issued in this offering. Each increase (decrease) of 0.5 million shares of common stock offered by us would increase (decrease) the as adjusted amount of cash and cash equivalents, working capital, total assets and total stockholders’ deficit by approximately $2,516,000, assuming the assumed initial public offering price per share of common stock remains the same, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us.

	⁽³⁾	Convertible notes payable accrued interest of $67,720 is included in the other accrued liabilities of $340,224 reflected in the Company’s balance sheet as of September 30, 2021.

	⁽⁴⁾	Current portion of convertible notes payable, net of debt discount reflects convertible notes payable issued in 2020 at a face value of $1,987,500, less unamortized debt discount of $2,562 as of September 30, 2021.

	⁽⁵⁾	Convertible notes payable, net of debt discount reflect convertible notes payable issued in June and July 2021 at a face value of $2,442,221, less unamortized debt discount of $262,244 as of September 30, 2021.

As of September 30, 2021
	Actual			Pro Forma⁽¹⁾			Pro Forma As Adjusted⁽¹⁾⁽²⁾
				(unaudited)			(unaudited)
		(in thousands, except share and per share amounts)
Cash, cash equivalents and short-term investments	$	848		$	848		$	13,773
Deferred offering costs	$	555		$	555		$	-
Convertible notes payable, accrued interest ⁽³⁾	$	68		$	-		$	-
Current portion of convertible notes payable, net of debt discount⁽⁴⁾	$	1,985		$	-		$	-
Conversion feature derivative liability	$	1,991		$	-		$	-
Convertible notes payable, net of debt discount ⁽⁵⁾	$	2,180		$	-		$	-
Stockholders’ equity (deficit):
Convertible preferred stock, $0.0001 par value, 10,113,621 shares authorized, 8,908,600 shares issued and outstanding, actual; 10,000,000 shares authorized and no shares outstanding, pro forma and pro forma as adjusted	$	1		$	-		$	-
Common stock, $0.0001 par value, 25,000,000 shares authorized, 2,833,958 issued and outstanding, actual; 200,000,000 shares authorized, 6,153,909 shares issued and outstanding, pro forma (unaudited); 8,881,181 shares issued and outstanding, pro forma as adjusted (unaudited)	$	-		$	1		$	1
Additional paid-in capital	$	10,029		$	16,450		$	28,820
Accumulated deficit	$	(15,822	)	$	(16,019	)	$	(16,019	)

Total stockholders’ equity (deficit)	$	(5,792	)	$	432		$	12,802

Total capitalization	$	432		$	432		$	12,802

⁽²⁾	Each $1.00 increase or decrease in the assumed initial public offering price of $5.50 per share (the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease, as applicable, the pro forma as adjusted amounts of each of our cash, cash equivalents, and short-term investments, common stock and additional paid-in capital, total stockholders’ equity (deficit), and total capitalization by approximately $2,495,000, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 0.5 million shares in the number of shares offered by us would increase or decrease, as applicable, the pro forma as adjusted amounts of each of our cash, cash equivalents, and short-term investments, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $2,516,000, assuming the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽³⁾	Convertible notes payable accrued interest of $67,720 is included in the other accrued liabilities of $340,224 reflected in the Company’s balance as of September 30, 2021.

⁽⁴⁾	Current portion of convertible notes payable, net of debt discount reflects convertible notes payable issued in 2020 at a face value of $1,987,500, less unamortized debt discount of $2,562 as of September 30, 2021.

⁽⁵⁾	Convertible notes payable, net of debt discount reflect convertible notes payable issued in June 2021 and July 2021 at a face value of $2,422,221, less unamortized debt discount of $262,244 as of September 30, 2021.

Assumed initial public offering price per share			$	5.50
Historical net tangible book value per share as of September 30, 2021	$	(2.24)
Pro forma increase per share attributable to the pro forma transactions described in the preceding paragraphs		2.22
Pro forma net tangible book value per share as of September 30, 2021	$	(0.02)
Increase in net tangible book value per share attributable to this offering	$	1.46
Pro forma as adjusted net tangible book value per share after giving effect to this offering			$	1.44
Dilution per share to new investors in this offering			$	4.06

	·	exclude 376,969 shares of common stock issuable upon exercise of options to purchase shares of common stock outstanding as of October 20, 2021, with a weighted-average exercise price of $0.79 per share;

	·	exclude 100,000 shares of common stock issuable upon exercise of warrants to purchase shares of common stock, all with an exercise price of approximately $1.04 per share, 50,000 of which warrants were issued to a consultant on July 1, 2021 and 50,000 of which warrants shall be issued to the same consultant as soon as reasonably practicable after consummation of this offering;

	·	excludes shares of common stock issuable upon exercise of warrants to be issued to the representative of the underwriters as compensation in connection with this offering at an exercise price equal to 125% of the initial offering price of the common stock;

	·	182,842 shares of common stock reserved for future issuance as of October 20, 2021 under our 2017 Plan (the 2017 Plan will terminate effective upon consummation of this offering, after which date no additional shares, options or other equity interests may be issued thereunder); and

	Nine Months Ended September 30,
Statement of operations data:	2021			2020			Change
	(unaudited)			(unaudited)
Revenue	$	800		$	489		$	311
Cost of sales		904			632			272
Gross loss		(104	)		(143	)		39
Operating expenses:
Research and development		570			566			4
Sales and marketing		969			884			85
General and administrative		1,698			806			892
Total operating expenses		3,237			2,256			981
Loss from operations		(3,341	)		(2,399	)		(942	)
Other income (expense):
Interest expense		(1,671	)		(136	)		(1,535	)
Change in fair value of derivative liabilities		81			(1	)		82
Other income		162			14			148
Total other income (expense)		(1,428	)		(123	)		(1,305	)
Loss before provision for income taxes		(4,769	)		(2,522	)		(2,247	)
Provision for income taxes		1			-			1
Net loss	$	(4,770	)	$	(2,522	)	$	(2,248	)

	Year Ended December 31,
Statement of operations data:	2020			2019			Change
Revenue	$	860		$	420		$	440
Cost of sales		1,085			709			376
Gross loss		(225	)		(289	)		64
Operating expenses:
Research and development		659			990			(331	)
Sales and marketing		1,306			1,191			115
General and administrative		1,014			1,173			(159	)
Total operating expenses		2,979			3,354			(375	)
Loss from operations		(3,204	)		(3,643	)		439
Other income (expense):
Interest expense		(423	)		(443	)		20
Change in fair value of derivative liabilities		(27	)		(75	)		48
Other income		15			15			-
Total other income (expense)		(435	)		(503	)		68
Loss before provision for income taxes		(3,639	)		(4,146	)		507
Provision for income taxes		-			2			(2	)
Net loss	$	(3,639	)	$	(4,148	)	$	509

	·	the timing and progress of sales initiatives driving top-line revenue;
	·	the timing and adoption rate of ClearUP Gen 2 at lower cost of goods;
	·	the payment terms and timing of commercial contracts entered into for manufacturing and sales of our products to and through third-party retailers;
	·	the timing and progress of preclinical and clinical development activities;
	·	the number and scope of preclinical and clinical programs we decide to pursue;
	·	the timing and amount of milestone payments we may receive under any future collaboration agreements;
	·	our ability to source new business opportunities through licenses and research and development programs and to establish new collaboration arrangements;
	·	the costs involved in prosecuting and enforcing patent and other intellectual property claims;
	·	the cost and timing of additional regulatory approvals beyond those currently held by us; and
	·	our efforts to enhance operational systems and hire additional personnel, including personnel to support finance, sales, marketing, operations and development of our product candidates and satisfy our obligations as a public company.

Jurisdiction	Patent / Application No.	Filing Date	Status	Issue/Grant Date	Expiration Date	Product/Product Candidate
US	US 10,625,076 B	04/24/2018	Issued	4/21/2020	04/24/2038	ClearUP; Postoperative Pain Device
US	16/664,051	10/25/2019	Pending			ClearUP; Postoperative Pain Device
AU	2018258221	10/28/2019	Pending			ClearUP; Postoperative Pain Device
CN	2018800278808	10/28/2019	Pending			ClearUP; Postoperative Pain Device
IN	201917043650	10/28/2019	Pending			ClearUP; Postoperative Pain Device
EP	18791846.1	10/28/2019	Pending			ClearUP; Postoperative Pain Device
US	US 10,596,374 B2	4/24/2018	Issued	3/24/2020	4/24/2038	ClearUP; Postoperative Pain Device
US	16/664,061	10/25/2019	Pending			ClearUP; Postoperative Pain Device
US	US 10,576,280 B2	9/17/2018	Issued	3/3/2020	9/17/2038	ClearUP; Postoperative Pain Device
US	16/664,072	10/25/2019	Pending			ClearUP; Postoperative Pain Device
US	US 10,537,738 B2	4/24/2018	Issued	1/21/2020	4/24/2038	ClearUP; Postoperative Pain Device
US	16/664,085	10/25/2019	Pending			ClearUP; Postoperative Pain Device
AU	2018258223	10/28/2019	Pending			ClearUP; Postoperative Pain Device
CN	2018800278935	10/28/2019	Pending			ClearUP; Postoperative Pain Device
IN	201917043652	10/28/2019	Pending			ClearUP; Postoperative Pain Device
EP	18789787.1	10/28/2019	Pending			ClearUP; Postoperative Pain Device
US	16/983,592	8/3/2020	Pending			ClearUP; Postoperative Pain Device
WO	PCT/US2021/034926	5/28/2021	Pending			ClearUP; Postoperative Pain Device
US	63/189,004	5/14/2021	Pending			TMJ Treatment Device
US	63/189,867	5/18/2021	Pending			Migraine Device
US	63/189,948	5/18/2021	Pending			Migraine Device
US	63/190,034	5/18/2021	Pending			TMJ Treatment Device

Name	Age	Position
Jennifer Ernst	53	Chief Executive Officer and Director
Briana Benz	60	Chief Financial Officer and Secretary
Blake Gurfein, PhD	38	Chief Scientific Officer
Ryan Sabia	35	VP of Sales and Operations
Sheryle Bolton	75	Chair of the Board
Karen Drexler	61	Director
Dean Zikria	53	Director

Name and Principal Position⁽¹⁾	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plane Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽²⁾		Totals ($)
Jennifer Ernst,		2019		205,154		-		-		-		-		-		15,599		220,753
CEO and Director		2020		181,125		-		-		-		-		-		16,317		197,442
Blake Gurfein, PhD		2019		226,038		-		-		-		-		-		15,229		241,267
Chief Scientific Officer		2020		226,250		-		-		-		-		-		16,276		242,526

Name and principal position	Grant Date	Vesting Commencement Date	Number of securities underlying unexercised options (#) (exercisable)			Number of securities underlying unexercised options (#) (unexercisable)		Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date
Jennifer Ernst	04/04/2018	04/01/2018		83,334	⁽¹⁾		41,666		-		-		-
CEO
Blake Gurfein, PhD	04/04/2018	01/01/2018		54,688	⁽²⁾		20,312		-		-		-
Chief Scientific Officer	06/28/2018	06/28/2018		36,459	⁽³⁾		13,541		-		-		-

	⁽¹⁾	Ms. Ernst exercised her options with respect to 67,500 shares of common stock in August 2021.

	⁽²⁾	Dr. Gurfein exercised his options with respect to 50,000 shares of common stock in March 2021 and another 17,188 shares of common stock in August 2021.

	⁽³⁾	Dr. Gurfein exercised his options with respect to 44,792 shares of common stock in August 2021.

	·	to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2017 Plan; and

	·	to the extent that shares of our common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2017 Plan.

	·	the amounts involved exceeded or will exceed the lesser of $120,000 or one percent (1%) of the average of our total assets for the last two (2) fiscal years; and

	·	any of our directors, executive officers, holders of more than 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements with directors and executive officers, which are described where required under the section above entitled “Executive and Director Compensation.”

	Common Stock					Series Seed Preferred Stock⁽¹⁴⁾					Percentage of Shares of Common Stock Beneficially Owned⁽¹⁵⁾
Name of Beneficial Owner ⁽¹⁾	Shares Beneficially Held		Percent of Class			Shares Beneficially Held		Percent of Class			Before Offering			After Offering
Certain Stockholders
John Claude⁽²⁾		1,196,000		19.4	%		-		-			19.4	%		13.5	%
Grand Magnolia Enterprises⁽³⁾		446,687		7.3	%		249,394		2.8	%		7.3	%		5.0	%
Sand Hill Angels XVIII, LLC⁽¹¹⁾		309,133		5.0	%		726,902		8.2	%		5.0	%		3.5	%
Astia Angels Tivic LLC⁽¹²⁾		262,874		4.3	%		680,027		7.6	%		4.3	%		3.0	%
Murahari Amarnath⁽¹⁰⁾		225,336		3.7	%		901,346		10.1	%		3.7	%		2.5	%
GS Tivic Health LLC⁽¹³⁾		193,598		3.1	%		561,228		6.3	%		3.1	%		2.2	%
Directors and Executive Officers
Jennifer Ernst⁽⁴⁾		1,244,465		20.1	%		5,566		*			20.1	%		13.9	%
Briana Benz⁽⁹⁾		112,500		1.8	%		-		-			1.8	%		1.3	%
Blake Gurfein, PhD⁽⁵⁾		122,396		2.0	%		-		-			2.0	%		1.4	%
Ryan Sabia		-		-			-		-			-			-
Dean Zikria⁽⁶⁾		3,383		*			-		-			*			*
Sheryle Bolton⁽⁷⁾		3,383		*			-		-			*			*
Karen Drexler⁽⁸⁾		9,635		*			-		-			*			*
All officers and directors as a group (7 persons)		1,495,762		24.0	%		5,566		*			24.0	%		16.7	%

⁽¹⁰⁾	Includes 901,346 shares of Series Seed Preferred Stock that are convertible into 225,336 shares of common stock held by Murahari Amarnath. The address of Murahari Amarnath is 505 Hamilton Ave., #100, Palo Alto, CA 94301.

⁽¹¹⁾	Includes 726,902 shares of Series Seed Preferred Stock that are convertible into 181,725 shares of common stock held by Sand Hill Angels XVIII, LLC (“Sand Hill”), and 127,408 shares of common stock issuable upon conversion of unsecured convertible promissory notes in the aggregate principal amount of $520,000, with accrued interest of approximately $5,562 as of October 20, 2021, held by Sand Hill (based on an assumed conversion price of $4.125 per share and an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus). The address of Sand Hill is 1060 La Avenida St., Mountain View, CA 94043.

⁽¹²⁾	Includes 680,027 shares of Series Seed Preferred Stock that are convertible into 170,006 shares of common stock held by Astia Angels Tivic LLC (“Astia”), and 92,868 shares of common stock issuable upon conversion of unsecured convertible promissory notes in the aggregate principal amount of $373,000, with accrued interest of approximately $10,087 as of October 20, 2021, held by Astia (based on an assumed conversion price of $4.125 per share and an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus). The address of Astia is c/o Astia, 2164 Hyde Street, Suite 714 , San Francisco, CA 94109.

⁽¹³⁾	Includes 561,228 shares of Series Seed Preferred Stock that are convertible into 140,307 shares of common stock held by GS Tivic Health LLC (“GS”), and 53,291 shares of common stock issuable upon conversion of unsecured convertible promissory notes in the aggregate principal amount of $216,726, with accrued interest of approximately $3,072 as of October 20, 2021, held by GS (based on an assumed conversion price of $4.125 per share and an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus). The address of GS is c/o Golden Seeds, FDR Station, Box 642, New York, NY 10150.

⁽¹⁴⁾	Our class of Series Seed Preferred Stock consists of: (i) 2,794,979 shares of Seed-1 Preferred Stock; (ii) 774,894 shares of our Seed-2 Preferred Stock issued and outstanding; (iii) 3,615,580 shares of our Seed-3 Preferred Stock issued and outstanding; and (iv) 1,723,147 shares of our Seed-4 Preferred Stock issued and outstanding (collectively, the “Series Seed Preferred Stock”). All 8,908,600 shares of our outstanding Series Seed Preferred Stock will convert on a 4:1 basis (with any fractional shares resulting from the conversion to be cashed out by the Company) into an aggregate of 2,227,116 shares of our common stock immediately prior to the completion of this offering.

⁽¹⁵⁾	The applicable percentage ownership is based on 6,153,909 shares of common stock outstanding at October 20, 2021, after giving effect to (i) the conversion of all 8,908,600 outstanding shares of our preferred stock into an aggregate of 2,227,116 shares of our common stock immediately prior to completion of this offering, and (ii) the conversion of all of our outstanding convertible notes in the aggregate principal amount of approximately $4,429,721, with approximately $78,301 of additional accrued interest as of October 20, 2021, into an aggregate of 1,092,835 shares of common stock, based on an assumed initial public offering price of $5.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, and an assumed conversion price of $4.125 per share (75% of the assumed initial public offering price per share). The percentage of shares beneficially owned after the offering also gives effect to the issuance by us of 2,727,272 shares of common stock in this offering, for a total of 8,881,181 shares of common stock issued and outstanding after this offering.