aibioVivoSim Labs prices $4.0 million private placement with $0.85 warrants
Tickers VIVS
VivoSim Labs agreed to sell 4,705,883 shares and warrants to one healthcare investor, with A.G.P./Alliance Global Partners as sole placement agent.
Key facts
- Company
- VivoSim Labs, INC. (NASDAQ: VIVS)
- News type
- Financings
- Primary source
- VivoSim Labs, INC. 8-K (2026-07-17)
VivoSim Labs, Inc. (Nasdaq: VIVS) announced the pricing of a private placement with a single healthcare focused institutional investor, according to a press release dated July 16, 2026 that was furnished with an 8-K filing. The company entered into a securities purchase agreement for 4,705,883 shares of common stock, or common stock equivalents in lieu of them, and warrants to purchase up to 4,705,883 shares. The effective combined price is $0.85 per share and the accompanying common warrant.
The terms
Aggregate gross proceeds were approximately $4.0 million, before placement agent fees and other offering expenses. The warrants have an exercise price of $0.85 per share. They become exercisable immediately after stockholder approval and expire five years from the initial exercise date.
The company also agreed that certain existing May 2024 warrants to buy up to 520,833 shares at $9.60 per share will be amended to a reduced exercise price of $0.85 per share. That amendment is subject to stockholder approval, and those warrants will expire five years from the date stockholder approval is obtained. The closing was expected on or about July 17, 2026, subject to customary closing conditions. The company expects to use the net proceeds for working capital and general corporate purposes.
Placement agent and counsel
A.G.P./Alliance Global Partners is the sole placement agent in the offering, according to the release. The release's headline describes the placement as priced at-the-market under Nasdaq rules, and it was distributed through GLOBE NEWSWIRE. The release names no underwriter and no lender. It does not name legal counsel to the company or to the placement agent. The offer and sale are made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, and the securities have not been registered. The company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares and of the shares underlying the common warrants.
The company and its recent results
The release describes VivoSim Labs as a pharmaceutical and biotechnology services company focused on drug testing in three-dimensional human tissue models of liver and intestine. Its annual report says the company sold its FXR program in March 2025 for $10.0 million, with $9.0 million paid at closing and $1.0 million held in escrow for 15 months. The company later received a $5.0 million milestone payment in July 2026. The annual report also says the company presented findings at the May 2025 Digestive Disease Week showing a liver predictive power of 87.5% for a set of challenging liver toxicity cases. The company said it believes that sensitivity is a world's best; that is its own claim, and the sources give no sample size, comparator or outside validation. It estimates that less than 10% of drug candidates entering clinical trials are approved.
For the fiscal year ended March 31, 2026, research and development expense was $4.2 million, against $5.0 million in fiscal 2025. Net loss was $13.8 million, against $2.5 million, and cash from operations was negative $10.8 million, against negative $9.5 million. Year-end cash and cash equivalents were $11.3 million for fiscal 2025.
What comes next
The warrants become exercisable only after stockholder approval, and the amendment of the May 2024 warrants depends on that approval as well. The resale registration statement is the next filing the company agreed to make.
The terms carry heavy dilution. The warrants are struck at $0.85, the same price as the shares, and the investor also gets a repricing of the May 2024 warrants from $9.60 to $0.85, a cut that costs existing holders through added dilution if they are exercised. Gross proceeds of approximately $4.0 million compare with a fiscal 2026 net loss of $13.8 million and cash from operations of negative $10.8 million. The release gives no revenue figure and says nothing on how long the proceeds last.