8-K - VivoSim Labs, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

VivoSim Labs priced a best-efforts public offering of up to $4M, closing an initial $3M tranche on April 1, 2026, issuing common stock, pre-funded warrants, and common warrants with net proceeds of $2.5M for working capital.

Key Takeaways

1Initial Tranche closed April 1, 2026: 286,557 common shares + 2,345,022 pre-funded warrants + 3,947,369 common warrants at $1.14/$1.139 per unit.

2Common warrants exercisable at $1.71/share, expire in 5 years, include cashless exercise and dilutive price protection down to $0.01 floor.

3Second Tranche up to $1M possible on April 30, 2026 if stock closes ≥$1.43 and 10-day avg volume ≥$100,000.

4Placement Agent Joseph Gunnar receives 7.5% cash fee + 131,579 warrants at $1.425/share for Initial Tranche.

5Net proceeds ~$2.5M from Initial Tranche for working capital, R&D, regulatory, IP, acquisitions.

6Securities offered under effective S-1 (File No. 333-294716).

Current Report Details

Event Type

Material Agreement

Other Event

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

are subject to adjustment for stock dividends, subdivisions or combinations and the like. ## Item 8.01 Other Events. The Company issued a press release announci

Material Agreement

8.01

of this Current Report on Form 8-K. ## Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Col1: Number | Col3: Description Col1: 4.1 | Col3: Form of Pre

Other Event

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: VivoSim Labs, Inc. and purchasers

•Best-efforts public offering up to 3,508,772 shares or pre-funded warrants + 5,263,159 common warrants
•Initial Tranche closed April 1, 2026: 286,557 shares + 429,836 common warrants at $1.14/unit; 2,345,022 pre-funded warrants + 3,517,533 common warrants at $1.139/unit
•Pre-funded warrants exercisable at $0.001/share
•Common warrants exercisable at $1.71/share, 5-year term, cashless exercise provision
•Second Tranche up to $1M subject to stock price ≥$1.43 and avg volume ≥$100,000

Debt / Financing

Instrument: Equity Offering
Use of Proceeds: working capital and general corporate purposes, which could include capital expenditures, research and development expenditures, regulatory affairs expenditures, legal expenditures, including intellectual property protection and maintenance expenditures, acquisitions of new technologies and investments and business combinations

Exhibits (2)

8-K

99.1

EX-99.1