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Correspondence 0001193125-23-025775 from Tivic Health Systems, Inc. (TIVC, VBIO) (CIK 0001787740) (TIVC)

Tivic Health Systems, Inc. (TIVC, VBIO) (CIK 0001787740)
Date: Feb. 6, 2023 · CIK: 0001787740 · Accession: 0001193125-23-025775

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-268010

Date
February 6, 2023
Author
ThinkEquity LLC
Form
CORRESP
Company
Tivic Health Systems, Inc. (TIVC, VBIO) (CIK 0001787740)

Letter

ThinkEquity LLC

17 State Street, 41st Floor

New York, New York 10004

February 6, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Tivic Health Systems, Inc. (the “Company”)

Registration Statement on Form S-1, as amended (File No. 333-268010)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-268010), be accelerated so as to permit it to become effective on Wednesday, February 8, 2023, at 5:00 p.m. (Eastern Time), or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,
ThinkEquity LLC

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CORRESP
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CORRESP

 ThinkEquity LLC

17 State Street, 41st Floor

New York, New York 10004

February 6, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

         Re:

 Tivic Health Systems, Inc. (the “Company”)

 Registration Statement on Form S-1, as amended (File
No. 333-268010)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-268010), be accelerated so as to permit it to become effective on Wednesday, February 8, 2023, at 5:00
p.m. (Eastern Time), or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the
Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

 Very truly yours,

 ThinkEquity LLC

 By:

 /s/ Priyanka Mahajan

 Name:

 Priyanka Mahajan

 Title:

 Managing Director, Investment Banking

 cc:

 Leslie Marlow, Esq.

 Blank Rome LLP

Patrick J. Egan, Esq.

Blank Rome LLP