📄 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major, shareholder-affecting news. This specific announcement reveals that VivoSim Labs has priced a new public offering of its stock to raise money. It's not a routine quarterly update but a significant event where the company is selling new shares to investors.

🧫 What The Company Does

In simple terms, VivoSim Labs provides drug testing services using human tissue models instead of animals. They specialize in 3D models of the liver and intestine to predict if new drugs might be toxic. This is part of a growing field called New Approach Methodologies (NAMs), and they're hoping to benefit from recent FDA guidelines that encourage using these non-animal methods.

💰 The Money Raising Plan

The company plans to raise up to $4 million through a "best-efforts" public offering. This isn't all happening at once.

• Initial Closing (Today, April 1, 2026): They will raise $3 million right away.
• Second Closing (Around May 1, 2026): They have the option to raise an additional $1 million about 30 days later, but only if certain stock price and trading volume conditions are met.

👉 The staged approach means the total $4M isn't guaranteed. It de-risks the deal for investors but also gives the company less money upfront.

📦 The Deal's Mechanics (How It Works)

This is where it gets technical, but here’s the simple breakdown:

• What's Being Sold: Investors are buying either common stock or pre-funded warrants (a placeholder that becomes a share later) at a price of about $1.14 each.
• The Sweetener: As a bonus, investors also get common warrants for free. These warrants allow them to buy more shares in the future at a price of $1.71. They are immediately usable and expire in five years.
• Why it Matters: This structure (stock + warrants) is common for smaller companies. It makes the initial purchase more attractive to investors, but it also means the company's existing shareholders will face dilution (their ownership slice gets smaller) as more shares are created.

🤝 The Key Players

• The Investor: The offering is led by a New York-based single family office. This suggests a sophisticated, private wealth investor is backing the deal.
• The Banker: Joseph Gunnar & Co., LLC is the exclusive placement agent. They are the investment bank that found the investors and structured the deal.
• The Legal Foundation: The shares are being sold under a registration statement (Form S-1) that the SEC declared effective on March 31, 2026. This means all the legal paperwork is in order for the public sale.

⚖️ Why This Matters & The Risks

• 👍 The Good (For VivoSim): This cash infusion provides crucial funding for operations, R&D, or sales growth. It signals that at least one significant investor believes in their science and business model, especially with the FDA's shift towards their type of technology.
• ⚠️ The Risks (For Investors):
  1. Dilution: The new shares and potential future shares from warrants will reduce the ownership percentage of existing shareholders.
  2. Second Closing Uncertainty: The extra $1 million isn't guaranteed. If the stock price falls or trading is quiet, they might not get it.
  3. Use of Proceeds: The filing doesn't specify exactly how the money will be spent, which is a common risk. Investors are betting on the management's ability to use it effectively.

🔮 What's Next

The immediate next step is the Initial Closing on April 1, 2026. The company will then have about 30 days to see if they hit the performance targets (minimum closing price and average trading volume) to trigger the Second Closing and secure the final $1 million. They will use the funds to continue operating and growing their drug testing services.

🧠 The Analogy

Think of VivoSim as a promising food truck that needs to expand. They go to a wealthy patron (the family office) and say, "Give me $3,000 today for a special meal (shares), and I'll give you a coupon (warrant) that lets you buy a future meal at a fixed price." The patron agrees, but because they got the coupon, the original food truck owners now own a slightly smaller piece of the truck. If the truck is successful, the patron can use the coupon, making the truck even busier (more dilution).

📇 Key Contacts & People

• Investor Relations: [email protected]
• VivoSim Labs, Inc. (San Diego, CA)
• Placement Agent: Joseph Gunnar & Co., LLC, Syndicate Department, 40 Wall Street, Suite 3004, New York, NY 10005. Phone: (212) 440-9600.

🧩 Final Takeaway

VivoSim Labs is raising up to $4 million by selling stock and warrants to a single large investor, which will fund its operations but dilute current shareholders. The deal's success hinges on an immediate $3 million and a conditional future $1 million payment, reflecting both opportunity and risk.