VIVS · VivoSim Labs, Inc.

VivoSim Labs executed a best-efforts public offering structured in two tranches, with the Initial Tranche closing on April 1, 2026, providing immediate capital infusion of approximately $2.5 million net proceeds after placement agent fees. This financing involves a mix of common stock and pre-funded warrants to accommodate beneficial ownership limits of 9.99% or 4.99%, paired with 1.5 common warrants per unit, amplifying potential future dilution through their cashless exercise feature based on Black-Scholes valuation. The common warrants' price protection against dilutive issuances adds complexity to the company's capital structure, potentially pressuring future equity raises. The Placement Agency Agreement with Joseph Gunnar & Co. LLC includes a 7.5% cash fee and warrants at a 25% premium, standard for such transactions. A Second Tranche of up to $1 million hinges on stock performance thresholds—closing price at least $1.43 and $100,000 average daily volume—offering upside if market reception remains strong post-initial close. Proceeds target core operations including R&D and potential acquisitions, critical for a biotech services firm focused on 3D human tissue models amid FDA's shift toward non-animal testing methods. Investors should review the incorporated exhibits for full warrant terms, as cashless exercises could significantly increase share count beyond initial issuances.