VivoSim Labs prices $4.0M private placement

Rhea-AI Filing Summary

VivoSim Labs, Inc. entered into a securities purchase agreement with a single accredited institutional investor for a private placement of pre-funded warrants to purchase up to 4,705,883 shares of common stock and accompanying common warrants to purchase up to 4,705,883 shares, at a combined purchase price of $0.85 per share and warrant, for gross proceeds of approximately $4.0 million, before fees. Pre-funded warrants are exercisable immediately at $0.001 per share and remain outstanding until exercised; common warrants have a $0.85 exercise price, become exercisable after stockholder approval, and expire five years from their initial exercise date.

The company expects closing on or about July 17, 2026 and plans to use net proceeds for working capital and general corporate purposes. Warrant exercises are subject to beneficial ownership limits of 9.99% for pre-funded warrants and 4.99% for common warrants, adjustable up to 9.99% with 61 days’ notice. VivoSim agreed to a 60‑day restriction on new equity issuances after effectiveness of a resale registration statement and will pay A.G.P./Alliance Global Partners a 6.50% cash fee on gross proceeds. Separately, 520,833 existing May 2024 Armistice Capital warrants will be repriced to $0.85 per share and extended to five years after stockholder approval, subject to that approval.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Gross Proceeds: $4.0 million Pre-Funded Warrants: 4,705,883 shares Common Warrants: 4,705,883 shares +5 more

8 metrics

Gross Proceeds $4.0 million Approximate gross proceeds from the July 2026 private placement

Pre-Funded Warrants 4,705,883 shares Aggregate shares of common stock underlying pre-funded warrants

Common Warrants 4,705,883 shares Aggregate shares of common stock underlying new common warrants

Pre-Funded Exercise Price $0.001 per share Exercise price of each pre-funded warrant share

Common Warrant Exercise Price $0.85 per share Exercise price of each new common warrant share

Placement Fee 6.50% of gross proceeds Cash fee payable to A.G.P./Alliance Global Partners

Armistice Warrants Repriced 520,833 warrants Existing May 2024 warrants with exercise price reduced to $0.85

Beneficial Ownership Limits 9.99% / 4.99% Caps for pre-funded (9.99%) and common (4.99%) warrant exercises

Key Terms

Pre-Funded Warrants, Beneficial Ownership Limitation, Fundamental Transaction, at-the-market under Nasdaq rules, +2 more

6 terms

Pre-Funded Warrants financial

"pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,705,883"

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.

Beneficial Ownership Limitation financial

"the aggregate number of shares of Common Stock beneficially owned by the holder"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Fundamental Transaction financial

"amend certain provisions relating to the treatment of the warrants upon a Fundamental Transaction"

at-the-market under Nasdaq rules financial

"Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Healthcare"

Section 4(a)(2) of the Securities Act regulatory

"made in reliance on an exemption from the registration requirement under Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

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

What did VivoSim Labs (VIVS) announce regarding its new financing?

VivoSim Labs entered a private placement with a single institutional investor for pre-funded and common warrants tied to 4,705,883 shares at a combined price of $0.85, generating approximately $4.0 million in gross proceeds before fees and expenses.

How many shares are covered by the new VivoSim Labs (VIVS) warrants and at what prices?

The transaction covers 4,705,883 pre-funded warrants at an exercise price of $0.001 per share and 4,705,883 common warrants at an exercise price of $0.85 per share, both subject to standard anti-dilution adjustments for stock splits, dividends and similar corporate actions.

When do the new VivoSim Labs (VIVS) common warrants become exercisable and when do they expire?

The common warrants become exercisable after VivoSim Labs obtains stockholder approval relating to the warrants and underlying shares. Once first exercisable, they will remain outstanding for five years from their initial exercise date, unless earlier exercised or otherwise terminated under their terms.

What beneficial ownership limits apply to the VivoSim Labs (VIVS) warrants?

Under the warrant terms, exercises are capped so the holder’s beneficial ownership does not exceed 9.99% for pre-funded warrants or 4.99% for common warrants, adjustable by the holder on 61 days’ notice but never above a 9.99% ownership threshold after giving effect to the exercise.

How is VivoSim Labs (VIVS) compensating the placement agent for this offering?

VivoSim Labs agreed to pay A.G.P./Alliance Global Partners a 6.50% cash fee on the gross proceeds of the private placement. The firm is acting as sole placement agent, and its compensation is paid by the company from the transaction’s proceeds, in addition to other offering expenses.

What changes were made to the existing Armistice Capital warrants of VivoSim Labs (VIVS)?

The company amended May 2024 warrants held by Armistice Capital for up to 520,833 shares, reducing the exercise price from $9.60 to $0.85 per share and setting a new expiration at five years after stockholder approval, with the amendment itself conditioned on that approval.

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

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Available on EDGAR 07/17/2026 - 08:45 AM Accepted by SEC EDGAR 07/17/2026 - 08:45 AM Learn about SEC filing dates

false 0001497253 0001497253 2026-07-16 2026-07-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2026

VIVOSIM LABS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-35996

Delaware		27-1488943
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 224-1000

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)		(Trading symbol(s))		(Name of each exchange on which registered)
Common Stock, $0.001 par value		VIVS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement and Warrants

On July 16, 2026, VivoSim Labs, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited institutional investor (the “Purchaser”), pursuant to which, among other things, the Company agreed to issue and sell to the Purchaser, in a private placement transaction (the “Private Placement”), (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,705,883 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) accompanying warrants to purchase up to an aggregate of 4,705,883 shares of Common Stock (the “Common Warrants”, and collectively with the Pre-Funded Warrants, the “Warrants”), at the combined purchase price of $0.85 per share of Common Stock subject to the Pre-Funded Warrants and accompanying Common Warrant, for gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The closing of the Private Placement is expected to occur on or about July 17, 2026. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. In addition, the Company has agreed, subject to certain exceptions, not to enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents from the date of the Purchase Agreement until 60 days after the date the registration statement covering the resale by the Purchaser of the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) is declared effective.

Each Pre-Funded Warrant has an exercise price of $0.001 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, is exercisable immediately upon issuance and will survive until it is exercised in full. Each Pre-Funded Warrant will be exercisable on a cash or cashless exercise basis.

Each Common Warrant has an exercise price of $0.85 per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable at any time on or after the date the Company obtains stockholder approval with respect to the Common Warrants, for a period of five years thereafter. Each Common Warrant is exercisable on a cash basis unless, at the time of such exercise, the Warrant Shares underlying such Common Warrant cannot be immediately resold pursuant to an effective registration statement, in which case such Common Warrant will also be exercisable on a cashless exercise basis.

Under the terms of the Warrants, the Company may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of any such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% for the Pre-Funded Warrants, or 4.99% for the Common Warrants, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Warrant, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company, subject to the terms of such Warrants, provided that such percentage may in no event exceed 9.99%.

Placement Agency Agreement

In connection with the Private Placement, on July 16, 2026, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the Placement Agency Agreement, the Company agreed to pay to the Placement Agent a cash fee equal to 6.50% of the gross proceeds of the Private Placement.

Armistice Warrant Amendment

In connection with the Private Placement, on July 16, 2026, the Company also entered into an amendment (the “Armistice Warrant Amendment”) to those certain Common Stock Purchase Warrants, each dated May 13, 2024, issued by the Company to Armistice Capital Master Fund Ltd. (the “Armistice Warrants”), to, among other things, amend the date of termination and the exercise price of the Armistice Warrants to be 5 years after the date the Company obtains stockholder approval with respect to the Armistice Warrants and underlying shares of Common Stock and $0.85 per share of Common Stock, respectively, and amend certain provisions relating to the treatment of the warrants upon a Fundamental Transaction (as defined in the Armistice Warrants).

The foregoing summaries of the Purchase Agreement, the form of Pre-Funded Warrant, the form of Common Warrant, the Placement Agency Agreement and the Armistice Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement, the form of Pre-Funded Warrant, the form of Common Warrant, the Placement Agency Agreement and the Armistice Warrant Amendment, which are filed herewith as Exhibits 10.1, 4.1, 4.2, 10.2 and 4.3, respectively.

The representations, warranties and covenants contained in the Purchase Agreement, the Warrants, the Placement Agency Agreement and the Armistice Warrant Amendment were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the contracting parties, and may be subject to limitations agreed upon by the contracting parties and are qualified by certain disclosures exchanged by the parties in connection with the Private Placement. Accordingly, the Purchase Agreement, the Warrants, the Placement Agency Agreement and the Armistice Warrant Amendment are incorporated herein by reference only to provide investors with information regarding the terms thereof, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the expected use of the proceeds from the Private Placement. The risks and uncertainties involved include the Company’s financial position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Current Report are incorporated by reference into this Item 3.02.

Item 8.01. Other Events.

On July 16, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number		Description
4.1		Form of Pre-Funded Warrant to Purchase Shares of Common Stock.
4.2		Form of Common Stock Purchase Warrant to Purchase Shares of Common Stock.
4.3		Amendment to Common Stock Purchase Warrants, dated July 16, 2026, between the Company and Armistice Capital Master Fund Ltd.
10.1		Securities Purchase Agreement, dated July 16, 2026, between the Company and the purchaser identified on the signature page thereto.
10.2		Placement Agency Agreement, dated July 16, 2026, between the Company and A.G.P./Alliance Global Partners.
99.1		Press Release, dated July 16, 2026.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

*  *  *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				VivoSim Labs, Inc.
Date: July 17, 2026				By:		/s/ Norman Staskey
				Name:		Norman Staskey
				Title:		Chief Financial Officer

Exhibit 99.1

VivoSim Announces Pricing of $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Healthcare Focused Institutional Investor

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 $0.85 per share and accompanying common warrant for aggregate gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $0.85 per share, will become exercisable immediately following receipt of shareholder approval and will expire five years from the initial exercise date.

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 $9.60 per share will be amended such that the warrants will have a reduced exercise price of $0.85 per share. The warrant amendment is subject to stockholder approval, and the warrants shall expire five years from the date stockholder approval is obtained.

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.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EX-99.1 8.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 176.3 KB
• EX-10.2 EX-10.2 43.4 KB

Other Documents

• EX-4.1 EX-4.1 72.0 KB
• EX-4.2 EX-4.2 72.6 KB
• EX-4.3 EX-4.3 15.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB