The effective registration opens the door for immediate pricing and share issuance, likely within 1-2 days. The heavily dilutive structure (1.5 warrants per share with price protection) and $5M market cap mean this offering could more than double the share count. Expect downward pressure on VIVS as the market prices in dilution. Monitor for the pricing announcement and the actual offering size.
Price Chart
Executive Summary
VivoSim Labs' S-1 registration statement (File No. 333-297892) for a best-efforts public offering of up to $4,000,000 in common stock/pre-funded warrants and common warrants became effective on August 10, 2026. The offering is structured in two tranches (Initial $3M, Second $1M) with heavy warrant coverage (1.5 warrants per share) and price protection features, creating significant potential dilution. The company can now begin selling securities, with pricing expected shortly.
Key Facts
- S-1 registration for up to $4,000,000 public offering became effective on August 10, 2026.
- Offering includes up to 2,366,862 shares of common stock (or pre-funded warrants) and 3,550,293 common warrants to purchase shares.
- Common warrants have an exercise price of 120% of the combined public offering price, are immediately exercisable, and expire in 5 years.
- Warrants include price protection against dilutive issuances with a $0.01 floor, and a cashless exercise provision that could result in substantially more shares issued.
- The offering is structured in two tranches: Initial Tranche up to $3,000,000 and Second Tranche up to $1,000,000, contingent on stock price and volume conditions.
- Placement agent is Joseph Gunnar & Co., LLC.
Financial Impact
Up to $4,000,000 gross proceeds from the offering, with potential for significantly more shares through warrant exercises (up to 8,875,733 shares underlying common warrants).
Risk Factors
- Massive dilution from the offering and potential warrant exercises (up to 8.9M shares underlying warrants vs. current market cap of $5M).
- Cashless exercise provision could force issuance of significantly more shares than the warrant count suggests.
- Second Tranche conditions tied to stock price and volume may create a floor but also signal weak demand.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (VIVS) — Batch item 1 | 9999999995-26-002599 |
| Document: 9999999995-26-002599-index.html | 9999999995-26-002599 |
| Document: 9999999995-26-002599.txt | 9999999995-26-002599 |
| EFFECT Filing (VIVS) — Batch item 4 | 9999999995-26-002599 |
| Document: 9999999995-26-002599-index.html | 9999999995-26-002599 |
| Document: 9999999995-26-002599.txt | 9999999995-26-002599 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | 8-K | $0.1575 $0.1520 | ▲ +3.49% | ▲ +3.35% | $0.1500 (+4.76%) |
Oct 6, 2026 20d ago | 8-K | $0.1915 $0.1609 | ▼ −15.98% | ▼ −15.00% | $0.1500 (−21.67%) |
Sep 16, 2026 5w ago | Press Release | $0.2621 $0.2291 | ▼ −12.59% | ▼ −15.15% | $0.1500 (−42.77%) |
Aug 11, 2026 11w ago | EFFECT | $0.3526 $0.2786 | ▲ +20.99% | ▲ +20.58% | $0.1500 (+57.46%) |
Aug 6, 2026 11w ago | 8-K | $0.3299 $0.3281 | ▼ −0.55% | ▼ −1.76% | $0.1500 (−54.53%) |
Jul 17, 2026 14w ago | 8-K | $0.5790 $0.4500 | ▲ +22.28% | ▲ +21.59% | $0.1500 (+74.09%) |
Apr 3, 2026 29w ago | 8-K | $1.71 $1.44 | ▼ −15.79% | ▼ −19.92% | $0.1500 (−91.23%) |
Apr 1, 2026 29w ago | Press Release | $1.62 $1.53 | ▲ +5.56% | ▲ +9.32% | $0.1500 (+90.74%) |
Apr 1, 2026 29w ago | EFFECT | $1.62 $1.53 | ▼ −5.56% | ▼ −9.32% | $0.1500 (−90.74%) |
US Market Status
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