VivoSim Labs S-1 details warrant terms and outstanding share count
The filing shows Armistice Capital already holds 31.18% of VivoSim before the offering, with warrant terms tied to a stockholder-approval trigger.
VivoSim Labs, Inc. filed an S-1 registration statement on July 31, 2026 covering the potential resale of up to 9,411,766 shares of common stock by a single selling stockholder, Armistice Capital Master Fund Ltd. The shares consist of 4,705,883 pre-funded warrant shares issuable upon exercise of pre-funded warrants issued on July 17, 2026, and 4,705,883 common warrant shares issuable upon exercise of common warrants issued the same day, both under a securities purchase agreement dated July 16, 2026.1
The company will not receive proceeds from the resale itself, aside from any cash collected from cash exercise of the warrants.1 The pre-funded warrants carry a $0.001 exercise price and are already exercisable, while the common warrants carry a $0.85 exercise price and only become exercisable once VivoSim obtains stockholder approval, after which they run for five years.1
As of July 28, 2026, 16,763,672 shares of common stock were outstanding.1 Armistice's beneficial holdings before the offering totaled 5,226,716 shares, or 31.18%.1 That total includes 520,834 shares from warrants issued May 13, 2024, plus the 4,705,883 pre-funded warrant shares, which are already exercisable.1
On the business side, the filing recaps VivoSim's pivot. Before March 2025, the company was a clinical-stage biotech focused on developing FXR314 for inflammatory bowel disease, including ulcerative colitis, citing supportive early tissue and animal data.1 In March 2025, VivoSim sold its FXR program for a total of $10.0 million: $9.0 million at closing plus $1.0 million placed in a 15-month escrow, with additional milestone payments of up to $50.0 million possible if FXR314 hits certain development, regulatory and commercial targets.1 In July 2026, VivoSim collected a $5.0 million payment tied to one such development milestone.1
The company changed its name from Organovo Holdings to VivoSim Labs effective April 24, 2025.1 Common stock trades on Nasdaq under "VIVS," and the last reported sale price on July 30, 2026 was $0.386 per share.1
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