Shares outstanding: 3,494,071. Cash runway: 12.3 months. VivoSim Labs, Inc. (VIVS) has a DilutionWatch score of 57/100 — HIGH RISK. The company’s shelf registration capacity is $0, but its convertible shares, if converted, represent 122.1% of shares outstanding. That math is brutal.
VivoSim’s dilution risk is rooted in its capital structure and recent filings. The company has already filed two S-1/A and S-1 forms in the past 12 months, signaling an aggressive fundraising approach. With a float of 2,325,676 shares and a short interest of 4.9% of that float, the stock is vulnerable to pressure from both institutional and retail investors. The company’s dilution overhang — warrants and converts combined — is 183.8% of the float, meaning that if all outstanding convertible securities were exercised, the share count would more than double. The pattern repeats.
Shares have grown by 220.6% over the past three years, a severe dilution rate that suggests the company is consistently raising capital. The float percentage of 66.6% indicates that a large portion of the shares are publicly traded, making the stock more susceptible to dilution pressure. With a cash runway of only 12.3 months, the company is under significant financial pressure to raise more capital. The lack of shelf registration capacity and ATM remaining capacity further limits its ability to raise funds without triggering a new filing.
That math is brutal.
VivoSim’s shelf registration, while not currently active, represents a potential catalyst for dilution. The company has $0 in shelf registration capacity, which means any new offering would require a full SEC filing — a process that could take weeks and may result in a sharp sell-off. The company’s convertible shares, if converted, would add 4,266,434 shares to the public float, representing 122.1% of the current share count. This would immediately erode the value of existing shareholders’ stakes.
With a cash runway of only 12.3 months, the pressure to raise capital is acute. The company has already filed two S-1/A and S-1 documents in the past 12 months, indicating a pattern of repeated fundraising. This is a red flag for investors who are concerned about the long-term value of their holdings. The company’s history of dilution is not just a one-time event — it is a recurring issue that has been penalized in the DilutionWatch score with an 8-point deduction for a repeat dilution pattern.
Investors must ask themselves: is this a company in the early stages of growth, or is it a company that has consistently failed to achieve sustainable operations? The 220.6% share count growth over three years suggests the latter. The company has not only raised capital multiple times but has also seen its share count balloon, which is a direct hit to shareholder value.
Watch the cash, not the price.
VivoSim’s dilution overhang is a staggering 183.8% of the public float. This means that if all outstanding warrants and convertible securities were exercised, the number of shares outstanding would increase by more than 1.8 times. The public float of 2,325,676 shares is already a relatively large portion of the total shares, but the potential for dilution is still extreme. The company’s convertible shares alone, if converted, would add 4,266,434 shares, which is more than 122% of the current share count. This is not a minor risk — it is a structural problem that could drastically reduce the value of existing shares.
Typically, companies with a dilution overhang of this magnitude would be rated as high risk, and VivoSim is no exception. The company’s market cap is not provided, but the scale of potential dilution relative to the float is alarming. A company with a $100 million market cap and a 183.8% dilution overhang would be at risk of losing over half its value in a single dilution event. That is not a hypothetical scenario — it is a real possibility given the company’s capital structure.
The company’s history of share count growth is also a warning sign. Over the past three years, the share count has grown by 220.6%, which is a severe level of dilution. This growth has been driven by multiple equity offerings, including the recent S-1 filings. The fact that the company has grown its share count so dramatically while still having a cash runway of only 12.3 months suggests that it is not generating enough revenue to sustain operations without further capital infusions. The math is brutal.
Watch the cash, not the price.
Given the company’s cash runway of 12.3 months, it is reasonable to assume that any new capital raise would be used to fund operations. The company has no shelf registration capacity and no ATM remaining capacity, which means that any new offering would be a traditional equity offering — not a fast, low-cost method of raising capital. This implies that the company is under significant pressure to raise funds quickly, which could lead to a more aggressive dilution strategy.
The company’s recent S-1 filings suggest that management is preparing for a potential capital raise. The fact that two S-1/A and S-1 forms were filed within a few days of each other in March 2026 indicates that the company is actively working on a new offering. This is not a passive approach — it is a proactive effort to secure capital before the cash runway runs out. If the company runs out of cash, it may be forced to raise capital at a discount to the current market price, which would be a direct hit to existing shareholders.
Investors must consider the timing of the next capital raise. If the company runs out of cash before it can secure new funding, it may be forced to sell shares at a significant discount, further diluting existing shareholders. The urgency is clear, and the risk is immediate. The company’s financial position is fragile, and any delay in raising capital could have serious consequences.
The pattern repeats.
VivoSim has a documented history of dilution. Over the past three years, the share count has grown by 220.6%, which is a severe level of dilution. This growth has been driven by multiple equity offerings, including the recent S-1 filings. The company’s share count has increased so dramatically that it now represents a significant portion of the public float. This is not just a one-time event — it is a recurring issue that has been penalized in the DilutionWatch score with an 8-point deduction for a repeat dilution pattern.
With a public float of 2,325,676 shares and a short interest of 4.9% of that float, the company is already under pressure from short sellers. The potential for further dilution adds to this pressure. If the company raises more capital, it could trigger a short squeeze, which would be bad news for both short sellers and long-term investors. The company’s history of dilution is not just a risk — it is a reality that has already affected shareholders.
The company’s dilution overhang of 183.8% of the float is another indicator of its long-term risk profile. This means that the company has a significant number of warrants and convertible securities that could be exercised at any time, potentially leading to a dramatic increase in the share count. This is not just a short-term risk — it is a structural issue that could have long-term consequences for the company’s valuation.
That math is brutal.
VivoSim’s DilutionWatch score of 57/100 — HIGH RISK — is driven by several sub-scores. The convertible risk sub-score of 85/100 is the highest, indicating that the company’s convertible securities pose the greatest risk to existing shareholders. With 4,266,434 convertible shares, which represent 122.1% of the current share count, the risk of dilution is significant. This alone is enough to justify the high risk rating.
The offering ability sub-score of 60/100 suggests that the company has the ability to raise capital, but not in a way that is favorable to existing shareholders. The company has no shelf registration capacity, which means that any new offering would require a full SEC filing, a process that could take weeks and may result in a sell-off. The cash runway sub-score of 40/100 is also a major concern, as the company has only 12.3 months of cash runway, which is below average for a public company in its stage of development.
The float risk sub-score of 45/100 and the warrant risk sub-score of 15/100 are also contributing factors. The public float of 2,325,676 shares and a short interest of 4.9% make the stock more vulnerable to pressure. The warrants, while a smaller percentage of the share count, still represent a potential source of dilution. Together, these sub-scores paint a picture of a company that is under significant dilution risk.
The pattern repeats.
Investors should closely monitor the company’s cash balance. If the cash balance drops below 12.3 months, the company will be forced to raise capital, which could lead to a dilution event. The current cash runway is already short, and any further delays in raising capital could be catastrophic. The company’s cash runway is a critical metric that should be tracked closely in the coming months.
The company’s next filing deadline is also a key trigger. The company has already filed two S-1/A and S-1 documents in the past 12 months, and the next filing could be just around the corner. If the company files an S-3 or a new S-1, it could signal an upcoming capital raise. Investors should watch for any new SEC filings, as they could be a sign that the company is preparing for another round of dilution.
The stock price is another factor to consider. If the stock price drops below a certain level, the company may be forced to raise capital at a discount, which would be a direct hit to existing shareholders. The company’s short interest of 4.9% of the float also means that the stock is vulnerable to short-term pressure. If the stock price drops, the short sellers could accelerate their selling, leading to a sharp decline in the stock price.
Watch the cash, not the price.
If the company raises $20M at market price before the ATM is triggered, the share count could increase by over 10%, which would immediately dilute existing shareholders. This would be a direct hit to the value of the stock and could trigger a sell-off. The company’s cash runway is already short, and any delay in raising capital could force it to raise funds at an unfavorable price.
If the company fails to raise capital before its cash runway runs out, it may be forced to liquidate assets or go bankrupt. This would be a worst-case scenario for shareholders, as the company would likely be forced to sell off its most valuable assets at a discount. The company’s financial position is fragile, and any delay in raising capital could have serious consequences.
Watch the cash, not the price.
My read: This is a high-risk stock. The combination of a short cash runway, a severe dilution overhang, and a history of repeated dilution makes VivoSim a dangerous bet for investors. The single most important trigger to watch in the next 30-60 days is the company’s cash balance. If the cash balance drops below 12 months, the company will be forced to raise capital, which could lead to a significant dilution event. Watch for an S-3 drawdown within 90 days if the stock price holds above $X.
DilutionWatch monitors shelf registrations, ATM offerings, warrant exercises, and cash runway across thousands of public companies — updated daily from SEC filings.
Get Full Access — Free Trial →