VivoSim Labs, INC.

S-11 ea0283777-s1_vivosim.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 27, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

(858) 224-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keith Murphy

Executive Chairman

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

(858) 224-1000

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 27, 2026

PRELIMINARY PROSPECTUS

Up to 2,366,862 Shares of Common Stock**(or Pre-Funded Warrants to Purchase up to 2,366,862 Shares of Common Stock in lieu of Common Stock)**

Common Warrants to Purchase up to 3,550,293 Shares of Common Stock

Placement Agent Warrants to Purchase up to 118,343 Shares of Common Stock

Up to 2,366,862 Shares of Common Stock Underlying the Pre-Funded Warrants

Up to 8,875,733 Shares of Common Stock Underlying the Common Warrants

Up to 118,343 Shares of Common Stock Underlying the Placement Agent Warrants

This is a best efforts public offering of up to $4,000,000 of shares of common stock or pre-funded warrants in lieu thereof , together with common warrants to purchase up to an aggregate of up to $15,000,000 of shares of common stock. Each share of common stock, or pre-funded warrant in lieu thereof, is being sold together with a common warrant to purchase one and a half shares of common stock at an assumed combined public offering price of $1.69 per share and accompanying common warrant (the last reported sale price per share of our common stock on the Nasdaq Capital Market on March 26, 2026).The shares of common stock, or pre-funded warrants in lieu thereof, and common warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. Each common warrant will have an exercise price of $[ ], will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The common warrants have price protection against subsequent dilutive issuances of shares of common stock, options, warrants and convertible securities, subject to a $0.01 per share of common stock floor, as further described herein. At any time after the closing of the Initial Tranche (as defined below) of the offering, the holders of the common warrants may exchange the common warrants on a cashless basis for a number of shares of common stock determined by multiplying the total number of shares of common stock with respect to which the common warrant is then being exercised by the Black Scholes Value (as defined in the common warrant) divided by the lower of the two closing bid prices of the common stock in the two days prior to the time of such exercise, but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or combinations and the like).

This offering is comprised of two tranches. Pursuant to the initial tranche (the “Initial Tranche”), purchasers of shares of common stock, or pre-funded warrants in lieu thereof, and accompanying common warrants will purchase up to $3,000,000 of shares of common stock. Pursuant to the Second Tranche, purchasers of shares of common stock, or pre-funded warrants in lieu thereof, and accompanying common warrants to purchase one and a half shares of common stock will purchase up to $1,000,000 of shares of common stock on the 30 th day following the closing of the Initial Tranche (the “Second Tranche Closing Date), subject to the satisfaction of certain conditions, including that (i) the closing price of our common stock on the trading day immediately before the Second Tranche Closing Date must be equal to the closing price of our common stock on the trading day immediately prior to the closing date of the Initial Tranche and (ii) the average daily trading volume of our common stock during the ten (10) consecutive trading days immediately prior to the Second Tranche Closing Date must be at least $100,000. The closing of the Second Tranche, if any, is referred to herein as the “Second Tranche Closing”. There can be no assurances that the conditions to closing the Second Tranche will be satisfied or that there will be a Second Tranche Closing.

We are also offering to certain purchasers, if any, whose purchase of shares of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants, in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. The public offering price of each pre-funded warrant to purchase one share of common stock and accompanying common warrant to purchase one and a half shares of common stock will be equal to the price at which one share of common stock and accompanying common warrant to purchase one and a half shares of common stock is sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

Information presented regarding the common stock, or pre-funded warrants in lieu thereof, and accompanying common warrants is based on an assumed combined public offering price of $1.69 per share (the last reported sale price per share of our common stock on the Nasdaq Capital Market on March 26, 2026) and accompanying common warrant (or $1.689 per pre-funded warrant and accompanying common warrant). The actual public offering price per share of common stock and accompanying common warrant and per pre-funded warrant and accompanying common warrant, as the case may be, will be determined between us, the Placement Agent (as defined below) and the investors at the time of pricing, may be at a discount to the current market price, and may be based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price.

This offering will terminate on April 30, 2026 unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all securities purchased in this offering and the combined public offering price per share of common stock (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering. Investors purchasing securities offered hereby will execute a securities purchase agreement with us (the “Securities Purchase Agreement”).

Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “VIVS.” On March 26, 2026, the last reported sale price of our common stock was $1.69.

There is no established public trading market for the common warrants or pre-funded warrants and we do not expect a market to develop. Without an active trading market, the liquidity of the common warrants and pre-funded warrants will be limited. In addition, we do not intend to list the common warrants or pre-funded warrants on the Nasdaq Capital Market, any other national securities exchange or any other trading system.

We have engaged Joseph Gunnar & Co., LLC (the “Placement Agent”) to act as our Placement Agent, to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. We are also seeking to register the issuance of warrants to purchase up to 118,343 shares of common stock (the “Placement Agent Warrants”) to the Placement Agent (assuming securities offered hereunder are only sold to investors introduced by the Placement Agent), as well as 118,343 shares of common stock issuable upon exercise of the Placement Agent Warrants at an assumed exercise price of $2.11 per share (equal to 125% of the assumed combined public offering price per share and accompanying common warrant to purchase one and a half shares of common stock).

There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. We expect this offering to be completed not later than one business day following the commencement of this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”)/DWAC upon receipt of investor funds received by the Company. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, the Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the Placement Agent fees set forth in the table below and elsewhere in this prospectus. See “Plan of Distribution” on page 33 for more information regarding the Placement Agent's fees. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. We will bear all of our costs associated with the offering and certain costs incurred by the Placement Agent.

You should read this prospectus, together with additional information described under the headings “*Incorporation of Certain Information By Reference”*and “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 9 of this prospectus and under similar headings in documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

Delivery of the shares of common stock, pre-funded warrants and common warrants offered hereby in the Initial Tranche is expected to be made on or about [ ], 2026, subject to the satisfaction of customary closing conditions. Delivery of shares of common stock, pre-funded warrants and common warrants offered hereby in the Second Tranche would, subject to the satisfaction of certain conditions and customary closing conditions, be made on the Second Tranche Closing Date.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Placement Agent:

Joseph Gunnar & Co., LLC

The date of this prospectus is [ ], 2026

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