SecProbe.io

CORRESP
 1
 filename1.htm

 Christopher L. Tinen

 Partner

 O 858.910.4809 | F 858.434.5006

 ctinen@swlaw.com

 June 6, 2025

 Via
EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:
 Conlon Danberg

 Jane Park

 Re:
 Tivic Health Systems, Inc.

 Draft Registration Statement on Form S-1

 Submitted May 15, 2025

 CIK No. 0001787740

 Ladies and Gentlemen:

 On behalf of our client, Tivic
Health Systems, Inc. (the " Company "), we submit this letter in response to comments from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") contained in its letter dated May 21, 2025, relating to
the Company's Draft Registration Statement on Form S-1 submitted to the Commission on May 15, 2025 (the " Draft Registration
Statement "). We are filing via EDGAR this letter in response thereto as well as publicly filing the Company's registration
statement on Form S-1 and non-public draft submission.

 In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company's response. All page references
herein correspond to the pages of the previously submitted Draft Registration Statement.

 Draft Registration Statement on Form S-1 submitted
May 15, 2025

 Plan of Distribution,
page 17

 1.
 We note your statement that the Selling Stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act. Please clarify if you intend to rely on the guidance provided in Securities Act Compliance and Disclosure Interpretation 139.13 and, if so, revise the registration statement to identify the equity line investor as an underwriter as well as a selling shareholder. If you believe your transaction constitutes a genuine secondary offering rather than an indirect primary offering, please provide us with your analysis of the factors described in Securities Act Compliance and Disclosure Interpretations 612.09 and 139.11.

 In response
to the Staff's comments, the Company respectfully submits that, based on the facts and circumstances present, the offering contemplated
in the Draft Registration Statement is properly characterized as a bona fide secondary offering and not an indirect primary offering.
As such, the Company is not relying on the guidance contemplated by Securities Act Compliance and Disclosure Interpretations Question
139.13 (" CD&I; 139.13 "). Accordingly, the Company believes it properly reflected in the Draft Registration
Statement that the selling stockholder listed therein (the " Selling Stockholder ") "may" be an "underwriter"
within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the " Securities Act "), under the circumstances
described herein.

 1

 The offering was consummated
in a one-time, arm's-length private placement (the " Offering ") negotiated between the Company and the Selling
Stockholder pursuant to a securities purchase agreement between the Company and the Selling Stockholder (the " Securities Purchase
Agreement "). The Company believes the registration of the resale of the shares of common stock of the Company issuable upon
conversion of shares of our Series B Non-Voting Convertible Preferred Stock (the " Preferred Stock ") and upon exercise
of the warrants (the " Warrants ") is akin to the registration of convertible or exchangeable securities issued through
a private investment in public equity (" PIPE ") transaction. In a PIPE transaction, a company will be permitted to register
the resale of securities prior to their issuance if the company has completed a sale of the convertible security exempt from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of the Regulation D thereunder to the investor,
and the investor is at market risk at the time of filing of the resale registration statement. Securities Act Compliance and Disclosure
Interpretations Question 139.11 (" CD&I 139.11 ") states that an investor must be irrevocably bound to purchase a
set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness
of the resale registration or at any subsequent date under the PIPE analysis. Additionally, there can be no conditions to closing that
are within an investor's control, such as a due diligence or finance closing condition.

 Similar to a PIPE transaction
contemplated by CD&I 139.11, the offering of the Preferred Stock and the Warrants occurred pursuant to the exemption from the registration
requirements of the Securities Act, provided by Section 4(a)(2) thereof, in which the terms of the conversion of the Preferred Stock and
exercise of the Warrants, respectively, into shares of common stock of the Company have been established with the number of shares of
common stock issuable upon exercise of the Warrants fixed, subject to standard anti-dilution protections and the number of shares of common
stock issuable upon conversion of the Preferred Stock limited by a fixed floor price, which adjustments cannot increase the maximum number
of shares of common stock registered pursuant to the registration statement (the number of shares of common stock issuable upon exercise
of the Warrants and conversion of the Preferred Stock being the " Shares "). While the number of Shares issuable and
exercise price of the Warrants is subject to change based on certain anti-dilution protections and while the number of Shares issuable
and the conversion price of the Preferred Stock is subject to change based on the market price of the Company's common stock following
certain events, the floor price is the fixed price limit regardless of whether the Company's stock price falls below the floor,
the number of Shares issuable at the floor price is known and being registered and the Offering consideration and price of $8,400,000
is fixed and shall be paid according to a set schedule and not pursuant to a Company "put" right. The tranched structure allows
the Company to space out the capital investment over time to align with its business plan and development goals and to allow it time to
comply with the stockholder approval requirements of Nasdaq. Moreover, the Selling Stockholder cannot revoke its investment even if there
are adverse developments in the economy impacting the Company, which, if such events had occurred prior to the closing of the Offering,
would have resulted in the Selling Stockholder declining to participate in the Offering. Lastly, unlike an equity line transaction, the
amount of investment proceeds to be received by the Company in the tranched closings is fixed at $8,400,000 and is not tied to the subsequent
conversion price of the Preferred Stock or the exercise price of the Warrants.

 In connection with the Offering,
the Company entered into a registration rights agreement (the " Registration Rights Agreement ") with the Selling Stockholder,
pursuant to which the Company agreed to file a registration statement covering the resale of Shares.

 There is no investment decision
left to be made with respect to the investment in the Offering by the Selling Stockholder and thus the Selling Stockholder is "irrevocably
bound" to the terms and conditions set forth in the Purchase Agreement, the Warrants and the Registration Rights Agreement executed
in connection with the Offering. Further, the Selling Stockholder has assumed the risk that the price of the shares of Company's
common stock will remain above the floor price and, given the historical limited trading volume of shares of the Company's common
stock, as a practical matter, the Selling Stockholder will continue to bear the risk of a significant portion of their investment for
a more extended period of time than would be the case for a more actively traded security.

 2

 Additionally, below is the
Company's detailed analysis of each factor set forth in C&DI 612.09, with additional reference to the principles articulated
in C&DI 139.11 above, as necessary, demonstrating that the proposed resale is a genuine secondary offering.

 (A) How long the Selling
Stockholder has held the Shares

 On April 29, 2025, the Company
entered into the Securities Purchase Agreement with the Selling Stockholder, pursuant to which the Company agreed to sell and issue to
the Selling Stockholder, and the Selling Stockholder agreed to purchase from the Company, up to 8,400 shares of the Preferred Stock and
Warrants to purchase shares of the Company's common stock for a total purchase price of up to $8,400,000 in several tranche closings
("Tranche Closings"). The Selling Stockholder has already been irrevocably bound by the Securities Purchase Agreement for
over a month and, based on the tranched closing structure, will remain obligated for many months thereafter until December 31, 2025. Since
April 29, 2025 and through the rest of 2025, the Selling Stockholder bears the full economic and market risk of ownership due to its binding
obligation to purchase securities in the Offering. In addition, the Selling Stockholder is acquiring the Shares with no assurance that
the Shares could be sold in a liquid market. This holding period for the Preferred Stock, Warrants and the Shares demonstrates that the
Selling Stockholder is acquiring the securities for investment, does not have intent to distribute the Shares on behalf of the Company
and is not acting as an underwriter.

 In the Registration Rights
Agreement, the Company has covenanted to file a registration statement covering the resale of the Shares and to use commercially reasonable
efforts to cause such registration statement to be declared effective under the Securities Act within sixty (60) days after the closing
date of the Offering. The Company filed the registration statement to perform such obligation under the Registration Rights Agreement.
The Company respectfully submits to the Staff that the registration of the Shares for resale as contemplated in the registration statement
is consistent with a typical PIPE transaction, where an issuer is required to file a resale registration statement shortly after closing.

 Although the Staff has acknowledged
in C&DI 139.11 that a valid secondary offering could, in theory, be registered immediately after a closing, the Company believes that
the multi-month holding period here further supports secondary-offering treatment.

 (B) The circumstances
under which the Selling Stockholder is receiving the Shares

 The Offering was consummated
in a one-time, arm's-length private placement negotiated between the Company and the Selling Stockholder pursuant to the Securities
Purchase Agreement which contained, among other things, customary investment and private placement representations of the Selling Stockholder
to the Company. In addition, the Selling Stockholder has not entered into any underwriting relationships or arrangements with the Company,
has not received any commission or other payment from the Company in connection with the resale of any of its securities, and the Company
will receive no proceeds from the resale of the Shares, if any, by the Selling Stockholder. Selling Stockholder is irrevocably bound to
wire the proceeds as provided in the Tranche Closings; there are no conditions to the Tranche Closings within the Selling Stockholder's
control, and the transaction is not contingent on market price, due diligence completion, or company "put" exercise. These
circumstances are quite distinct from those involving a primary offering by or on behalf of the Company.

 Furthermore, Rule 100 of Regulation
M defines a "distribution" as "an offering of securities, whether or not subject to registration under the Securities
Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts
and selling methods" (emphasis added). The Company is not aware of any evidence that would suggest that any such special selling
efforts or selling methods (such as investor presentations or road shows) by or on behalf of the Selling Stockholder that have or are
currently intended to take place if the registration statement is declared effective.

 3

 Selling
Stockholder is irrevocably bound to wire the proceeds as provided in the Tranche Closings; there are no conditions to the Tranche Closings
within the Selling Stockholder's control, and the transaction is not contingent on market price, due diligence completion, or company
"put" exercise.

 Accordingly,
the Selling Stockholder has been, and continues to be, fully at risk with respect to its investment. These facts satisfy the indicia identified
in C&DI 139.11 for an irrevocably bound investor described above.

 (C)
The Selling Stockholder's relationship with the Company

 Based upon
information supplied to the Company by the Selling Stockholder, the Selling Stockholder is a private investment fund that purchased the
securities for its own account and not with a view to resale or distribution. The Company does not have an underwriting relationship with
the Selling Stockholder or any contractual, legal or other relationship that would control the timing, nature or amount of resales of
the Shares following the effectiveness of the registration statement or even whether any Shares are resold at all under the registration
statement. To the Company's knowledge, at no time has the Selling Stockholder been affiliated with or acted as securities broker-dealers
or representatives thereof. Further, as noted above, the Selling Stockholder represented to the Company that they were acquiring the securities
for their own accounts and not with a view to resale or distribution. The Selling Stockholder is not an affiliate of the Company, does
not control the Company and has not provided any strategic advisory, underwriting, or placement services to the Company. The Selling Stockholder
is an institutional accredited investor with no officer, director, employee, or consultant relationships with the Company and no board
representation or management or governance rights.

 The registration
rights granted to the Selling Stockholder under the Registration Rights Agreement entered into in connection with the Offering are customary
and are not indicative of any desire of the Selling Stockholder to sell or distribute the Shares on behalf of the Company, or at all.
The Selling Stockholder negotiated for such customary registration rights for a variety of business reasons and the registration rights
were not granted by the Company for the purpose of conducting an indirect primary offering. Absent the contractual obligation contained
in the Registration Rights Agreement, the Company would not be filing the registration statement. In addition, the Selling Stockholder
would be responsible for paying any broker-dealer fees or underwriting discounts or commissions directly to any broker-dealers they engage
to assist in selling any of the Shares.

 To the extent
the Selling Stockholder sells the Shares, the Selling Stockholder will retain all proceeds from such sales and the Company will not receive
any of the proceeds from any resale of the Shares.

 (D)
The amount of shares involved

 The Company
is seeking to register of up to 8,438,949 shares of common stock for resale. While the number of shares of common stock being registered
are a factor considered by the Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit
that undue weight should not be placed on this single factor. The Staff's own interpretations support this position. Pursuant to
C&DI 612.09, the amount of shares of common stock being offered is onl