{"filing":{"accession_number":"0001193125-26-306849","cik":"0001497253","ticker":"VIVS","company_name":"VivoSim Labs, INC.","form":"8-K","filing_date":"2026-07-17","report_date":null,"primary_document":"d134319d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1497253/000119312526306849/d134319d8k.htm"},"events":[{"id":18599,"run_id":16720,"accession_number":"0001193125-26-306849","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"VivoSim Labs entered into a Securities Purchase Agreement on July 16, 2026, to issue pre-funded warrants and common warrants to purchase up to 4,705,883 shares of common stock at $0.85 per share for approximately $4.0 million in gross proceeds. The unregistered securities are issued under Section 4(a)(2) and Regulation D exemptions, with the company agreeing to file a registration statement for resale. The transaction includes amendment of existing Armistice warrants downward from $9.60 to $0.85 per share, creating substantial warrant overhang and dilution to existing shareholders.","company_name":"VivoSim Labs, INC.","ticker":"VIVS","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17457,"accession_number":"0001193125-26-306849","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim Labs entered into a Securities Purchase Agreement on July 16, 2026, to issue pre-funded warrants and common warrants to purchase up to 4,705,883 shares of common stock at $0.85 per share for approximately $4.0 million in gross proceeds. This is a private placement of equity securities and warrant equivalents—a classic dilutive issuance. The filing explicitly states the securities are unregistered and issued under Section 4(a)(2) and Regulation D exemptions, and the company has agreed to file a registration statement for resale. The substantial warrant overhang (9.99% and 4.99% beneficial ownership caps) and the amendment to existing Armistice warrants further underscore the dilutive capital-raising nature of this transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17458,"accession_number":"0001193125-26-306849","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim Labs announced a private placement of 4,705,883 shares of common stock and warrants to purchase an additional 4,705,883 shares at $0.85 per share for approximately $4.0 million in gross proceeds. The securities are unregistered and sold under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive equity issuance to raise capital, with the company also agreeing to amend existing warrants downward from $9.60 to $0.85 per share, further diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17459,"accession_number":"0001193125-26-306849","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim announced a private placement of 4,705,883 shares of common stock and warrants to purchase an additional 4,705,883 shares at $0.85 per share for approximately $4.0 million in gross proceeds. The securities are being issued under Section 4(a)(2) and Regulation D exemptions (unregistered), and the company has agreed to file a registration statement for resale. This is a classic dilutive equity issuance to raise capital, with material implications for existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17457,"accession_number":"0001193125-26-306849","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim Labs entered into a Securities Purchase Agreement on July 16, 2026, to issue pre-funded warrants and common warrants to purchase up to 4,705,883 shares of common stock at $0.85 per share for approximately $4.0 million in gross proceeds. This is a private placement of equity securities and warrant equivalents—a classic dilutive issuance. The filing explicitly states the securities are unregistered and issued under Section 4(a)(2) and Regulation D exemptions, and the company has agreed to file a registration statement for resale. The substantial warrant overhang (9.99% and 4.99% beneficial ownership caps) and the amendment to existing Armistice warrants further underscore the dilutive capital-raising nature of this transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"VivoSim Labs, INC.","ticker":"VIVS","filing_date":"2026-07-17"},{"id":17458,"accession_number":"0001193125-26-306849","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim Labs announced a private placement of 4,705,883 shares of common stock and warrants to purchase an additional 4,705,883 shares at $0.85 per share for approximately $4.0 million in gross proceeds. The securities are unregistered and sold under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive equity issuance to raise capital, with the company also agreeing to amend existing warrants downward from $9.60 to $0.85 per share, further diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"VivoSim Labs, INC.","ticker":"VIVS","filing_date":"2026-07-17"},{"id":17459,"accession_number":"0001193125-26-306849","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VivoSim announced a private placement of 4,705,883 shares of common stock and warrants to purchase an additional 4,705,883 shares at $0.85 per share for approximately $4.0 million in gross proceeds. The securities are being issued under Section 4(a)(2) and Regulation D exemptions (unregistered), and the company has agreed to file a registration statement for resale. This is a classic dilutive equity issuance to raise capital, with material implications for existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:46:47.671434+00:00","company_name":"VivoSim Labs, INC.","ticker":"VIVS","filing_date":"2026-07-17"}]}