SCHEDULE: Tivic Health Investor Group Boosts Stake to 9.9%

A group of investors, including 3i, LP and Tumim Stone Capital LLC, has increased its beneficial ownership in Tivic Health Systems, Inc. to 9.9% by adjusting beneficial ownership limitations.

Summary

• Reporting persons, including 3i, LP, Tumim Stone Capital LLC, 3i Management LLC, and Maier Joshua Tarlow, collectively beneficially own 276,187 shares of Tivic Health Systems, Inc. Common Stock.
• This represents 9.9% of the outstanding Common Stock, based on 2,535,509 shares outstanding as of February 5, 2026.
• The beneficial ownership for 3i, LP, 3i Management LLC, and Maier Joshua Tarlow consists of 47,055 directly held shares and 229,132 shares issuable upon exercise/conversion of Warrants, a $16.3 million senior secured convertible note, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock.
• Tumim Stone Capital LLC beneficially owns 229,132 shares issuable from Pre-Funded Warrants.
• All convertible instruments and warrants are subject to a beneficial ownership limitation provision (a "Blocker").
• The reporting persons delivered a notice on February 20, 2026, effective 61 days later, to increase the "Blocker" from 4.99% to 9.99% in these various instruments.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive signal, as a significant investor group is increasing its flexibility to convert existing holdings, suggesting continued confidence without indicating an intent to influence control.

Positives

• Increased beneficial ownership by a group of investors, potentially signaling continued confidence in the company's long-term prospects.
• The adjustment of the "Blocker" provision from 4.99% to 9.99% allows the investors greater flexibility to convert their existing instruments into common stock, indicating a more robust, albeit passive, investment position.

Risks

• The existence of Warrants, Pre-Funded Warrants, a senior secured convertible note, and Series B and C Convertible Preferred Stock, if fully converted, could lead to dilution for existing common stockholders.
• While the reporting persons certify no intent to change or influence control, their significant beneficial ownership could still be perceived as a potential influence on future corporate actions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the issuer. It primarily details current beneficial ownership and a change in contractual limitations for the reporting persons.

Management Comments

• Maier Joshua Tarlow, on behalf of the reporting persons, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures for passive investors who acquire more than 5% of a company's stock. The increase in the 'blocker' provision from 4.99% to 9.99% suggests the investors are positioning themselves to potentially convert more of their existing convertible instruments into common stock, indicating a continued, albeit passive, interest in Tivic Health Systems, Inc. This move allows for greater flexibility in their investment strategy without triggering active investor reporting requirements.

Comparison to Industry Standards

• This filing is a standard Schedule 13G disclosure for passive beneficial ownership. There are no specific operational or financial results to compare against industry benchmarks. The increase in the beneficial ownership 'blocker' is a specific contractual adjustment by the investors, not a company performance metric.

Stakeholder Impact

• Shareholders: Potential for increased liquidity and conversion of existing debt/preferred stock into common equity, which could lead to dilution if the underlying instruments are fully converted. The certification states no intent to influence control, which may reassure existing management.

Next Steps

• The increase in the beneficial ownership limitation (Blocker) will become effective 61 days after February 20, 2026.

Key Dates

Recommendation

The filing indicates a significant investor group is increasing its flexibility to convert existing instruments into common stock, signaling continued interest in Tivic Health Systems, Inc. However, as a passive ownership disclosure without new operational or financial data, it does not provide sufficient grounds for a 'buy' or 'sell' recommendation. The 'hold' recommendation reflects the ongoing, passive investment by a major stakeholder without immediate catalysts for significant price movement based solely on this filing.

Keywords

Tivic Health Systems, THSI, Schedule 13G, Beneficial Ownership, Institutional Investor, Convertible Note, Warrants, Preferred Stock, 3i LP, Tumim Stone Capital, Maier Joshua Tarlow