VIVS · VivoSim Labs, Inc.

Summary

VivoSim Labs, Inc. (Nasdaq: VIVS) is a pharmaceutical and biotechnology services company focused on providing drug testing in three-dimensional (3D) human tissue models of liver and intestine. The company offers partners toxicology insights using new approach methodologies (NAM) and is advancing a preclinical IBD program. The company has a history of substantial losses, reporting an accumulated deficit of $350.2 million as of December 31, 2025, and a net loss of $2.7 million for the three months ended December 31, 2025. This S-1 filing registers a best-efforts public offering of up to $4.0 million, structured in two tranches ($3.0 million initial and $1.0 million conditional), involving shares of common stock, pre-funded warrants, and common warrants. The company intends to use the net proceeds for working capital and general corporate purposes. The filing highlights a going concern warning, noting that current cash is insufficient to fund operations beyond July 2026 without this capital raise.

Key takeaways

• VivoSim Labs is a biotech services company providing 3D human tissue models for drug toxicology testing, with a preclinical IBD drug program targeting an IND filing by December 2026.
• The company has a significant accumulated deficit of $350.2 million as of December 31, 2025, and reported a net loss of $2.7 million for the three months ended December 31, 2025.
• The offering is a best-efforts placement of up to $4.0 million, conducted in two tranches, with Joseph Gunnar & Co., LLC acting as the placement agent.
• The company faces a going concern risk, stating that current cash on hand is insufficient to fund operations beyond July 2026 without the proceeds from this offering.
• The offering includes common warrants to purchase one and a half shares of common stock for each share purchased, with a term of five years and a cashless exercise provision.
• The company sold its FXR program for $10.0 million in March 2025 and changed its corporate name from Organovo Holdings, Inc. to VivoSim Labs, Inc. in April 2025.
• The company is subject to a Mandatory Panel Monitor by Nasdaq until April 30, 2026, due to prior non-compliance with stockholders' equity requirements.