VivoSim Labs, INC. 8-K

What Happened
VivoSim Labs, Inc. announced a best‑efforts public offering priced March 31, 2026, with the initial tranche closing on April 1, 2026. The company issued 286,557 shares of common stock (each sold with 1.5 common warrants) and 2,345,022 pre‑funded warrants (each sold with 1.5 common warrants), together with an aggregate of 3,947,369 common warrants. The combined public prices were $1.14 per share plus 1.5 warrants and $1.139 per pre‑funded warrant plus 1.5 warrants. VivoSim received approximately $2.5 million in net proceeds after fees and expenses.

Key Details

• Offering size: up to 3,508,772 shares (or pre‑funded warrants in lieu) and up to 5,263,159 accompanying common warrants registered; initial tranche issued the amounts above.
• Warrant terms: common warrants are immediately exercisable, expire 5 years from issuance, and have an exercise price of $1.71 (subject to price‑protection and a cashless‑exchange feature using Black‑Scholes valuation). Pre‑funded warrants have a $0.001 exercise price and are immediately exercisable.
• Placement agent: Joseph Gunnar & Co., LLC; fee of 7.5% of gross proceeds plus placement agent warrants (131,579 placement agent warrants issued at $1.425 exercise on the initial tranche).
• Second tranche: purchasers may buy up to an additional $1.0M in the 30th day after the initial close if conditions are met (e.g., common stock closing price and 10‑day average volume thresholds).

Why It Matters
This financing provides VivoSim with near‑term liquidity (net ≈ $2.5M) for working capital and general corporate purposes (R&D, regulatory, legal, IP, possible acquisitions). The issuance of pre‑funded warrants and common warrants is structured to limit single‑party ownership above 9.99% (or 4.99% if elected) but also creates potential dilution for existing shareholders if warrants are exercised—especially given the cashless exercise mechanics that can increase share issuance. Investors should note the additional conditional $1.0M second tranche and the warrants’ exercise prices and five‑year term when assessing future dilution and capital structure.