VivoSim Announces Pricing of $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Healthcare Focused Institutional Investor
Rhea-AI Summary
VivoSim (Nasdaq: VIVS) has priced a $4.0 million private placement with a single healthcare focused institutional investor, involving 4,705,883 shares of common stock (or equivalents) and accompanying warrants to purchase up to 4,705,883 shares, at an effective combined price of $0.85 per share and warrant.
The warrants will have a $0.85 exercise price, become exercisable after shareholder approval and expire five years from initial exercise. VivoSim also agreed, subject to stockholder approval, to reduce the exercise price of May 2024 warrants on 520,833 shares from $9.60 to $0.85, with a new five-year term from approval. Closing is expected on or about July 17, 2026, with net proceeds intended for working capital and general corporate purposes. The unregistered offering relies on Section 4(a)(2)/Regulation D exemptions, and VivoSim will file an SEC registration statement for resale of the shares and warrant shares.
Positive
- $4.0 million gross proceeds from private placement financing
- Single healthcare focused institutional investor commits to 4,705,883 shares plus matching warrants
- Warrants provide potential additional capital via $0.85 exercise price over five years
- Use of proceeds directed to working capital and general corporate purposes
Negative
- Issuance of 4,705,883 new shares plus equal number of warrants adds dilution risk
- Repricing of 520,833 existing warrants from $9.60 to $0.85 increases likelihood of future share issuance
- Securities are initially unregistered, creating near‑term resale overhang once registration statement is effective
News Explained
The agreement could provide $4.0 million gross proceeds, but also increases potential dilution through new shares and warrants.
The July 16 release describes an agreed, priced private placement expected to close on
Issuing the shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes; the warrants add further potential dilution, while their exercise and the May 2024 warrant repricing require stockholder approval.
At
Sources and calculations
- VivoSim July 16, 2026 private placement release (2026-07-16)
- Dilution definition (2026-07-14)
- VivoSim latest-quarter fundamentals (2026Q3)
- Offering gross vs quarterly operating cash outflow, in days of cash use $4,000,000 / ($2,271,000 / 90) = [object Object]
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $4,288,000 / ($2,271,000 / 90) = [object Object]
Market reaction after at-the-market private placement: VIVS -28.06% in the Jul 16 session
In the Jul 16 session, VIVS declined 28.06%, reflecting a significant negative market reaction. Argus tracked a trough of -39.2% from its starting point during tracking. Our momentum scanner triggered 39 alerts that day, indicating elevated trading interest and price volatility. Trading volume was above average at 1.8x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 15 | Milestone payment & guidance | Positive | +2.2% | Eli Lilly milestone payment and guidance for over 500% FY2027 revenue growth. |
| Jun 29 | Clinical data presentation | Positive | +2.9% | ESTIV 2026 data showing high accuracy and specificity of NAM liver platform. |
| Apr 28 | AI platform update | Positive | -0.7% | Announcement of VitroSense AI tool with 96% predictive accuracy for diarrhea. |
| Apr 01 | Public offering pricing | Negative | +13.3% | Pricing of up to $4M best-efforts public equity offering with attached warrants. |
| Mar 24 | ADC toxicity data | Positive | -2.4% | Release of data validating NAMkind models for predicting ADC toxicity and safety. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent news often shows divergent trading, with several positive scientific or milestone updates followed by mixed price reactions and a prior dilutive offering that saw a strong gain.
Key Terms
securities purchase agreement financial
section 4(a)(2) regulatory
regulation d regulatory
registration statement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
SAN DIEGO, July 16, 2026 (GLOBE NEWSWIRE) -- VivoSim Labs, Inc. (Nasdaq: VIVS) (the "Company" or "VivoSim"), a provider of next-generation New Approach Methodologies (NAM) 3d human cellular models for preclinical safety, today announced that it has entered into a securities purchase agreement with a single healthcare focused institutional investor for the purchase and sale of 4,705,883 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 4,705,883 shares of common stock at an effective combined price of
The Company also has agreed that certain existing May 2024 warrants to purchase up to 520,833 shares of common stock at an exercise price of
The closing of the offering is expected to occur on or about July 17, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.
The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock and shares of common stock underlying common warrants sold in the offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About VivoSim Labs
VivoSim Labs, Inc. ("VivoSim" and the "Company"), is a pharmaceutical and biotechnology services company that is focused on providing testing of drugs and drug candidates in three-dimensional ("3D") human tissue models of liver and intestine. The Company offers partners liver and intestinal toxicology insights using its new approach methodologies ("NAM") models. The Company anticipates accelerated adoption of human tissue models following the U.S. Food and Drug Administration ("FDA") Roadmap to refine animal testing requirements in favor of these non-animal NAM methods. VivoSim Labs operates from San Diego, CA. Visit www.vivosim.ai.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties. Forward-looking statements include statements regarding NAMkind™, including target turnaround time and its potential to help users de-risk their pipelines, avoid costly downstream failures, reduce rework, prioritize the right assets, move faster, save millions and reduce risk; VivoSim's commercial presence across Asia-Pacific; the evaluation and acceptance of scientifically robust NAM-based evidence; the Company's ability to capture growing demand in the in vitro toxicology testing market; demand for human-relevant toxicology; the market opportunity and market size of gastrointestinal in vitro models and toxicology services; and the Company's scaling capacity to support expanding global demand and development needs. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. These risks and uncertainties and other factors are identified and described in more detail in the Company's filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on July 14, 2026. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that the Company may issue in the future. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events, or circumstances or to reflect the occurrence of unanticipated events.
Contact(s):
Investor Relations
info@vivosim.ai
VivoSim Labs, Inc.
