VivoSim Labs, Inc. (Nasdaq: VIVS) announced a securities purchase agreement with a single healthcare-focused institutional investor for a private placement expected to raise approximately $4.0 million in gross proceeds, before placement agent fees and other offering expenses.

The San Diego-based company agreed to sell 4,705,883 shares of common stock, or common stock equivalents, along with warrants to purchase up to 4,705,883 additional shares, at a combined price of $0.85 per share. The warrants carry an exercise price of $0.85 per share, become exercisable upon receipt of shareholder approval, and expire five years from the initial exercise date.

As part of the transaction, VivoSim also agreed to amend existing May 2024 warrants covering up to 520,833 shares, reducing their exercise price from $9.60 to $0.85 per share. That amendment is subject to stockholder approval, and the amended warrants will expire five years from the date approval is obtained.

The closing is expected to occur on or about July 17, 2026, subject to customary closing conditions. The company stated it intends to use net proceeds for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent. The securities are being offered under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. VivoSim said it has agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of shares issued in the offering.