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VivoSim Labs Inc 8-K Filings

VIVS NASDAQ

Every 8-K that VivoSim Labs Inc (VIVS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow VIVS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VIVS filings page.

Rhea-AI Summary

VivoSim Labs, Inc. (VIVS) reports that Nasdaq has notified the company that its common stock no longer satisfies Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share based on the closing bid price over the last 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(A), VivoSim has 180 calendar days, until February 16, 2027, to regain compliance by having a closing bid of at least $1.00 for 10 consecutive business days. The company may qualify for an additional 180‑day compliance period if it meets other Nasdaq Capital Market initial listing standards (aside from bid price) and notifies Nasdaq of its intent to cure the deficiency. The notice has no immediate effect on trading, and VIVS will continue to trade on the Nasdaq Capital Market. VivoSim is monitoring its stock price and is seeking stockholder approval for a reverse stock split in a range of 1‑for‑5 to 1‑for‑20, which it believes could help regain compliance, though there is no assurance the split will be approved, implemented, or successful, or that other Nasdaq listing requirements will continue to be met.

Rhea-AI Summary

VivoSim Labs, Inc. reported that the Nasdaq Listing Qualifications Staff has determined the company now complies with Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of $2.5 million. After filing its Form 10-K for the year ended March 31, 2026, VivoSim received a $5.0 million milestone payment and a further $1.0 million escrow release from Eli Lilly related to a prior FXR program sale, and completed a July 17, 2026 financing issuing pre-funded and common warrants at $0.85 per underlying share for $4.0 million in gross proceeds.

These July events are not reflected in previously filed annual or upcoming quarterly financial statements. As of August 3, 2026, cash on hand was approximately $10.1 million. Common shares outstanding increased from 3,194,295 on June 30, 2026 to 13,390,789 on August 3, 2026, driven by warrant exercises. VivoSim reiterated guidance that it anticipates 500%+ revenue growth in Fiscal Year 2027 as it expands contract research services using its NAM 3D human tissue models for pharmaceutical customers.

Rhea-AI Summary

VivoSim Labs, Inc. set September 30, 2026 as the date of its 2026 Annual Meeting of Stockholders and August 13, 2026 as the record date for determining stockholders entitled to receive notice of and vote at the meeting.

Because this meeting date is more than 30 days earlier than the prior annual meeting on December 16, 2025, the company is providing an explicit advance notice deadline. To be properly brought before the 2026 meeting, stockholder proposals not intended for inclusion in proxy materials and stockholder nominations for directors must be received by the corporate secretary by August 9, 2026 and must satisfy the informational and procedural requirements in the Amended and Restated Bylaws and, where applicable, Rule 14a-8 under the Exchange Act. Submissions and requests for a copy of the Bylaws are to be sent to the company’s San Diego principal office, attention Corporate Secretary.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

VivoSim Labs, Inc. has priced a best-efforts public offering of up to $4 million, split into two tranches. The initial tranche closed with $3 million of gross proceeds through a mix of common stock and pre-funded warrants, each paired with common warrants.

The initial closing included 286,557 common shares and 2,345,022 pre-funded warrants, plus 3,947,369 common warrants with a $1.71 exercise price. Net proceeds of about $2.5 million will support working capital, R&D, regulatory, legal, and potential technology acquisitions. A second $1 million tranche may follow if share price and trading volume conditions are met.

Rhea-AI Summary

VivoSim Labs, Inc. reported the results of its 2025 Annual Meeting of Stockholders. Of the 2,607,962 shares of common stock outstanding as of the October 17, 2025 record date, 972,769 shares, or 37.29%, were represented, satisfying the quorum requirement.

Stockholders elected Douglas Jay Cohen and David Gobel as Class II directors to serve until the 2028 annual meeting. They ratified Rosenberg Rich Baker Berman P.A. as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 97.91% of votes cast in favor. On an advisory basis, stockholders approved executive compensation with 89.97% support and chose “one year” as the preferred frequency for future advisory votes on executive pay, with 97.17% of votes cast supporting annual votes. The company will hold these advisory votes on an annual basis going forward.

Rhea-AI Summary

VivoSim Labs, Inc. appointed Tony Lialin as Chief Commercial Officer effective August 11, 2025. Mr. Lialin brings more than two decades of commercial experience in life sciences and will lead the company’s go-to-market strategy, partnerships, and expansion of San Diego services that combine organ-specific 3D models with AI-driven analytics. His initial annualized salary is $360,000 with a $10,000 sign-on bonus and eligibility for a performance bonus with a target up to 40% of base salary. The company granted a 40,000-share option under its 2022 Equity Incentive Plan vesting over four years (25% after one year, then quarterly thereafter). The Offer Letter and a press release are filed as Exhibits 10.1 and 99.1, respectively. Employment is at-will and no related-party or family relationships were reported.