VivoSim Announces Pricing of up to a $4 Million Public Offering

VivoSim (Nasdaq: VIVS) priced a best-efforts public offering of up to $4.0 million, with an Initial Closing funding of $3.0 million expected on April 1, 2026 and a conditional Second Closing of $1.0 million on day 30 following the Initial Closing.

Rhea-AI Summary

VivoSim (Nasdaq: VIVS) priced a best-efforts public offering of up to $4.0 million, with an Initial Closing funding of $3.0 million expected on April 1, 2026 and a conditional Second Closing of $1.0 million on day 30 following the Initial Closing.

The Initial Closing issues shares or pre-funded warrants at $1.140 per share (pre-funded warrant price $1.139), plus 3,947,369 common warrants exercisable at $1.710 for five years. The offering is led by a single family office with Joseph Gunnar & Co. as placement agent.

Positive

• $3.0M funded at Initial Closing
• Access to up to $4.0M gross proceeds
• Common warrants immediately exercisable for 5 years
• Offering registered on effective Form S-1

Negative

• Potential dilution from warrants up to 150% of shares sold
• Prefunded warrants totaling 2,345,022 could convert to shares
• Second Closing contingent on minimum price and volume conditions

Argus Apr 1 session

+13.29% close to close Open Argus

Details

News Market Reaction – VIVS

On Apr 1, the day this news came out, VIVS closed 13.29% above the previous close.

Data tracked by StockTitan Argus for the Apr 1 session.

Market Context

On Apr 1, the day this news came out, the stock closed 13.3% above the previous close. A strong posi...

Analysis

On Apr 1, the day this news came out, the stock closed 13.3% above the previous close. A strong positive reaction aligns with the company’s need to secure additional capital after disclosing going-concern risks in recent filings and pursuing a $4,000,000 best-efforts offering. Past news showed both sharp gains and selloffs, so follow-through depended on subsequent execution. Investors would have weighed dilution from new shares and warrants against bolstering the balance sheet and funding NAMkind™ growth initiatives.

Key Figures

Public offering size: $4,000,000 Initial Closing amount: $3,000,000 Second Closing amount: $1,000,000 +5 more

Public offering size

$4,000,000

Maximum best-efforts public offering across Initial and Second Closings

Initial Closing amount

$3,000,000

Initial Closing funding in common stock or pre-funded warrants

Second Closing amount

$1,000,000

Conditional follow-on funding 30 days after Initial Closing

Subscription price

$1.140 per share

Subscription price for common stock in Initial Closing

Common shares issued

286,557 shares

Common stock sold at Initial Closing

Pre-funded warrants issued

2,345,022 warrants

Pre-funded warrants sold at Initial Closing

Common warrants issued

3,947,369 warrants

Common warrants to purchase 150% of Initial Closing shares/warrants

Warrant exercise price

$1.710 per share

Exercise price of common warrants issued in the offering

Historical Context

5 past events · Latest: Mar 24

5 events

1. Mar 24

   ADC toxicity data

   24h Move

   -2.4%

   Reported NAMkind models validated for predicting ADC toxicity against approved ADCs.

2. Mar 03

   Sales leadership hire

   24h Move

   -12.7%

   Appointed VP of Global Sales to drive commercial expansion of NAM services.

3. Feb 11

   Upcoming ADC data

   24h Move

   +0.0%

   Planned presentation of validation data for NAMkind liver and intestine ADC models.

4. Jan 29

   Asia-Pacific expansion

   24h Move

   +71.8%

   Named new distributors in Korea and China for NAMkind toxicology services.

5. Jan 06

   New CSO appointment

   24h Move

   +4.6%

   Appointed experienced CSO to lead scientific strategy across NAMkind platform.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

best-efforts public offering, pre-funded warrants, common warrants, exercise price, +2 more

6 terms

best-efforts public offering financial

"announced the pricing of up to a $4 million best-efforts public offering"

A best-efforts public offering is when an investment bank or broker agrees to act as a salesperson for a company’s new stock or bond sale but does not promise to buy any unsold shares. Think of it like a consignment sale: the seller provides the goods and the agent tries to find buyers, and the final amount raised depends on demand. For investors this signals that market interest and pricing are uncertain and the company may raise less capital than planned.

pre-funded warrants financial

"issuance and sale of $3 million in common stock (or pre-funded warrants in lieu"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common warrants financial

"the Company will issue 3,947,369 common warrants to purchase up to 150%"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

exercise price financial

"Such common warrants will have an exercise price of $1.710 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement on Form S-1 regulatory

"pursuant to an effective registration statement on Form S-1 (File No. 333-294716)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of the prospectus forming part of"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN DIEGO, April 01, 2026 (GLOBE NEWSWIRE) -- VivoSim Labs, Inc. (Nasdaq: VIVS), (the “Company” or “VivoSim”), a provider of next-generation New Approach Methodologies (NAMs) for preclinical safety, today announced the pricing of up to a $4 million best-efforts public offering, with $3 million funded at an initial closing of the offering (the “Initial Closing”) and another $1 million to be funded on the 30^th day following the date of the Initial Closing, subject to the satisfaction of certain conditions (the “Second Closing”). The Initial Closing of the offering is expected to occur on, April 1, 2026, subject to the satisfaction of customary closing conditions.

The Initial Closing of the public offering consists of the issuance and sale of $3 million in common stock (or pre-funded warrants in lieu of common stock), at a subscription price of $1.140 per share, and $1.139 per prefunded warrant), representing 286,557 common shares and 2,345,022 pre-funded warrants. Additionally, the Company will issue 3,947,369 common warrants to purchase up to 150% of the aggregate number of shares of common stock (or pre-funded warrants) sold at the Initial Closing. Such common warrants will have an exercise price of $1.710 per share, will be immediately exercisable, and will expire five years from their date of issuance. The prefunded warrants will have an exercise price of $0.001 per prefunded warrant share, will be immediately exercisable, and will expire when exercised in full. The Second Closing will consist of the issuance and sale of an additional $1 million in common stock (or pre-funded warrant in lieu of common stock) and common warrants to purchase up to 150% of the aggregate number of shares of common stock (or pre-funded warrants) sold at the Second Closing. The Second Closing is subject to the satisfaction of certain conditions, including conditions related to minimum closing price and average trading volume. The subscription of the offering is led by a New York-based single family office.

Joseph Gunnar & Co., LLC is serving as the exclusive placement agent in connection with the offering.

The shares of common stock, prefunded warrants, and common warrants are being offered by the Company pursuant to an effective registration statement on Form S-1 (File No. 333-294716), which was initially filed with the U.S. Securities and Exchange Commission (SEC) on March 27, 2026, as amended by Amendment No. 1 to the registration statement on Form S-1 filed with the SEC on March 31, 2026 and declared effective by the SEC on March 31, 2026.

The offering is being made only by means of the prospectus forming part of the registration statement on Form S-1 relating to the offering. A preliminary prospectus relating to this offering has been filed with the SEC, and a final prospectus relating to and describing the final terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the final prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or alternatively, from: Joseph Gunnar & Co., LLC, Attn: Syndicate Department, 40 Wall Street, Suite 3004, New York, NY 10005, or by calling (212) 440-9600.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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”) announcement on April 10, 2025 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, including statements with respect to the public offering. No assurance can be given that the public offering discussed above will be completed or if the conditions for the additional tranche will be satisfied and the additional tranche will be completed. Any forward-looking statements contained herein are based on current expectations but are subject to a number of risks and uncertainties, including, but not limited to, those risks and uncertainties related to market and other conditions, satisfaction of customary closing conditions related to the public offering and satisfaction of closing conditions related to the additional tranche. 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 June 5, 2025, as such risk factors are updated in the Registration Statement on Form S-1, as amended (File No. 333-294716) and its most recently filed Quarterly Report on Form 10-Q filed with the SEC on February 11, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did VivoSim (VIVS) raise in the Initial Closing on April 1, 2026?

VivoSim raised $3.0 million at the Initial Closing on April 1, 2026. According to the company, the Initial Closing issues common stock or pre-funded warrants at $1.140 per share and related common warrants.

What are the terms of the common warrants issued in VivoSim's (VIVS) offering?

The common warrants are exercisable at $1.710 per share and expire five years after issuance. According to the company, they were issued at the Initial Closing and are immediately exercisable.

What is a prefunded warrant in VivoSim's (VIVS) offering and its price?

Prefunded warrants allow later exercise at $0.001 per share and expire upon full exercise. According to the company, prefunded warrants were offered in lieu of common stock at $1.139 each.

When and how will VivoSim (VIVS) receive the remaining $1.0 million in the offering?

The remaining $1.0 million is expected at a Second Closing on day 30 after the Initial Closing, subject to conditions. According to the company, Second Closing requires satisfaction of price and volume conditions.

Who is leading VivoSim's (VIVS) $4.0M offering and who is the placement agent?

A New York‑based single family office is leading the subscription and Joseph Gunnar & Co. is the exclusive placement agent. According to the company, Joseph Gunnar handles syndicate and investor communications.