VivoSim Labs (Nasdaq: VIVS) gets equity notice, $5.0M milestone

Rhea-AI Filing Summary

VivoSim Labs, Inc. reported receiving a Nasdaq notice on July 20, 2026 after its Form 10-K for the period ended March 31, 2026 showed stockholders’ equity of $(1,099,000), below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1) and without meeting alternative market value or net income standards.

The company has 45 days, until September 3, 2026, to submit a compliance plan, and Nasdaq may grant up to 180 days from July 20, 2026 to regain compliance if the plan is accepted. Management highlights subsequent events—a $5.0 million milestone payment from Eli Lilly, a private placement generating about $4.0 million, and warrant exercises that increased equity by roughly $5.1 million—which together have raised stockholders’ equity to above $2.5 million. The common stock continues to trade on the Nasdaq Capital Market under the symbol VIVS, with 12,057,789 shares outstanding as of the report date.

Positive

• $5.0 million milestone revenue from Eli Lilly, a private placement raising about $4.0 million, and warrant exercises adding roughly $5.1 million to equity have lifted VivoSim Labs’ stockholders’ equity above the $2.5 million threshold.
• Despite the Nasdaq equity notice, VivoSim Labs’ common stock continues to trade on the Nasdaq Capital Market under symbol VIVS, preserving market listing while the company pursues a compliance plan.

Negative

• Nasdaq issued an equity deficiency notice after VivoSim Labs reported stockholders’ equity of $(1,099,000), below the $2,500,000 minimum under Listing Rule 5550(b)(1) and without meeting alternative standards, creating a risk of eventual delisting if compliance cannot be maintained.

Filing Explained

The filing adds warrant-linked dilution capacity and reports 6,820,000 shares covered by exercised warrants.

The July 20, 2026 8-K reports a completed private placement on July 17, 2026 that issued pre-funded warrants and accompanying common warrants, each covering up to 4,705,883 shares.

These were warrant-linked securities rather than completed common-share issuance in the financing; if exercised, they would add shares and reduce existing holders’ percentage ownership.

The filing separately reports that 3,370,827 of 3,947,369 previously issued common warrants were exercised for 6,820,000 shares between July 15 and July 17, increasing stockholders’ equity by approximately $5.1 million.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

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, and exhibit attachments filed with this report.

Key Figures

Reported stockholders’ equity: $(1,099,000) Nasdaq minimum stockholders’ equity: $2,500,000 Milestone payment from Eli Lilly: $5.0 million +3 more

6 metrics

Reported stockholders’ equity $(1,099,000) For the period ended March 31, 2026 as disclosed in the Form 10-K

Nasdaq minimum stockholders’ equity $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1) for continued listing

Milestone payment from Eli Lilly $5.0 million Received in July 2026 upon achievement of a development milestone related to the FXR Asset sale

Private placement gross proceeds approximately $4.0 million From sale of pre-funded and common warrants at $0.85 per share-equivalent on July 17, 2026

Equity increase from warrant exercises approximately $5.1 million From exercise of about 3,370,827 of 3,947,369 2026 Common Warrants for 6,820,000 shares

Shares of common stock outstanding 12,057,789 Total common shares outstanding as of the date of the report

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, pre-funded warrants, common stock warrant liability, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"the requirement to maintain a minimum of $2,500,000 in stockholders’ equity, as set forth in Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"reported stockholders’ equity of $(1,099,000), and as of July 20, 2026, the Company did not meet"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

pre-funded warrants financial

"the Company issued and sold to the Purchaser ... pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,705,883 shares"

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 stock warrant liability financial

"the Company reported a common stock warrant liability of approximately $5.7 million associated with certain common stock warrants"

Nasdaq Capital Market market

"the Company’s common stock continues to be listed on the Nasdaq Capital Market under the symbol “VIVS.”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

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FAQ

Why did VivoSim Labs (VIVS) receive a Nasdaq equity deficiency notice?

VivoSim Labs received the notice because its Form 10-K reported stockholders’ equity of $(1,099,000), below Nasdaq’s $2,500,000 minimum under Listing Rule 5550(b)(1), and it also did not meet the alternative market value or net income criteria.

What deadlines does VivoSim Labs (VIVS) face to regain Nasdaq compliance?

The company has 45 days from July 20, 2026, until September 3, 2026, to submit a compliance plan. If Nasdaq accepts the plan, VivoSim Labs may receive up to 180 days, until January 16, 2027, to regain compliance.

How has VivoSim Labs (VIVS) improved stockholders’ equity after reporting a deficit?

Subsequent events include a $5.0 million milestone payment from Eli Lilly, a private placement raising about $4.0 million, and warrant exercises increasing equity by roughly $5.1 million. Together, these have raised stockholders’ equity to above $2.5 million.

What financing transaction did VivoSim Labs (VIVS) complete in July 2026?

On July 17, 2026, VivoSim Labs closed a private placement, selling pre-funded warrants and accompanying common warrants for up to 4,705,883 shares each at a combined $0.85 per share-equivalent, generating gross proceeds of approximately $4.0 million before fees.

How did warrant exercises affect VivoSim Labs (VIVS) equity position?

Between July 15 and July 17, 2026, holders exercised about 3,370,827 of 3,947,369 2026 Common Warrants for 6,820,000 shares of common stock, resulting in an increase to stockholders’ equity of approximately $5.1 million.

Does the Nasdaq notice immediately affect trading in VivoSim Labs (VIVS) stock?

The notice has no immediate effect on trading. VivoSim Labs’ common stock continues to be listed on the Nasdaq Capital Market under the symbol VIVS while the company works on its compliance plan.

How many VivoSim Labs (VIVS) shares are outstanding after recent warrant exercises?

As of the date of the report, VivoSim Labs has 12,057,789 shares of common stock outstanding, reflecting the impact of recent warrant exercises and financing activities on its share count.

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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 20, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 20, 2026, VivoSim Labs, Inc., a Delaware corporation (the “Company”), received a written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s Annual Report on Form 10-K for the period ended March 31, 2026, reported stockholders’ equity of $(1,099,000), and as of July 20, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer met the requirement to maintain a minimum of $2,500,000 in stockholders’ equity, as set forth in Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”).

The Company has 45 calendar days from July 20, 2026, or until September 3, 2026, to submit to Nasdaq a plan to regain compliance with Rule 5550(b)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from July 20, 2026, or until January 16, 2027, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.

Although the Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Rule 5550(b)(1), as of the date of this filing, the Company’s stockholders’ equity is in excess of $2.5 million, as a result of certain transactions described below in Item 8.01. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to maintain compliance with Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.

The Notice has no immediate effect on the listing or trading of the Company’s common stock and the Company’s common stock continues to be listed on the Nasdaq Capital Market under the symbol “VIVS.”

Item 8.01 Other Information.

As previously disclosed its Annual Report on Form 10-K for the year ended March 31, 2026, filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 14, 2026 (the “Form 10-K”), in July 2026, the Company received a milestone payment of $5.0 million from Eli Lilly and Company upon the achievement of a certain development milestone related to the sale of its FXR Asset in March 2025.

As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on July 17, 2026, the Company entered into a Securities Purchase Agreement, dated July 16, 2026 (the “Purchase Agreement”), with an accredited institutional investor (the “Purchaser”), pursuant to which, among other things, the Company issued and sold to the Purchaser, in a private placement transaction that closed on July 17, 2026, (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”), 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 to the Company of approximately $4.0 million, before deducting placement agent fees and other offering expenses.

In the Form 10-K, the Company reported a common stock warrant liability of approximately $5.7 million associated with certain common stock warrants that the Company issued in connection with a public offering that closed on April 1, 2026 (the “2026 Common Warrants”). Between July 15, 2026 and July 17, 2026, approximately 3,370,827 of the 3,947,369 Common Warrants were exercised for an aggregate of 6,820,000 shares of Common Stock, resulting in an increase to stockholders’ equity of approximately $5.1 million.

As a result of the transactions described above in this Item 8.01, as of the date of this filing, the Company’s stockholders’ equity is in excess of $2.5 million. As of the date of this filing, the Company has 12,057,789 shares of Common Stock outstanding.

1

Forward-Looking Statements

Except for the factual statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as “believes,” “intends,” “expects,” “plans” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will meet the minimum value of stockholders’ equity requirement during any compliance period or otherwise in the future, that the Company will otherwise meet Nasdaq compliance standards that Nasdaq will accept any plan of compliance provided by the Company to Nasdaq, that Nasdaq will otherwise grant the Company any relief from delisting as necessary or that the Company will be able to agree to or ultimately meet any applicable Nasdaq requirements for any such relief. Reference is also made to other factors detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form 8-K, unless required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number		Description
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

*         *         *

2

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 24, 2026	By:	/s/ Norman Staskey
		Name: Norman Staskey
		Title: Chief Financial Officer

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB