UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

 

 

VivoSim Labs, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-35996	27-1488943
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11555 Sorrento Valley Rd Suite 100
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (858) 224-1000

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		VIVS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2026, VivoSim Labs, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Amended and Restated Plan”) to increase the number of shares reserved for issuance thereunder by 3,165,000 shares. The Amended and Restated Plan was previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval.

 

The Amended and Restated Plan became effective immediately upon stockholder approval at the Annual Meeting. A more complete summary of the terms of the Amended and Restated Plan is set forth in “Proposal 5: Approval of Amendment and Restatement of VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2026 (the “Proxy Statement”), which description and text are incorporated herein by reference.

 

The foregoing description of the terms of the Amended and Restated Plan and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 30, 2026, Company held the Annual Meeting. Of the 16,586,495 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding as of the August 13, 2026 record date, 6,180,635 shares, or 37.26%, constituting a quorum, were represented at the Annual Meeting either virtually or by proxy.

A description of each proposal voted upon at the Annual Meeting is included in the Proxy Statement. Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.

(1) Election of Directors. The Company’s stockholders elected Keith Murphy and Adam Stern as Class III directors, each to hold office until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified. The following table shows the tabulation of the votes cast “For” and “Withheld” for each of Mr. Murphy and Mr. Stern as well as the “Broker Non-Votes” submitted for this proposal:

Director		For		Withheld		Broker Non-Votes
Keith Murphy		2,070,729		378,272		3,731,634

 

Director		For		Withheld		Broker Non-Votes
Adam Stern		2,069,436		379,565		3,731,634

(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with the approval of 92.51% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:

For		Against		Abstentions
5,343,651		432,612		404,372

(3) Advisory Vote on the Compensation of Named Executive Officers. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with the approval of 76.33% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:

For		Against		Abstentions		Broker Non-Votes
1,719,609		533,207		196,185		3,731,634

 

(4) Approval of Reverse Stock Split. The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board at any time on or before September 30, 2027, a reverse stock split of the Common Stock, at a ratio to be determined by the Board within a range of 1-to-5 to 1-to-20 (or any number in between),

without reducing the authorized number of shares of Common Stock and without further approval or authorization of the Company’s stockholders, with the approval of 74.12% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:

 

For		Against		Abstentions
4,442,521		1,550,392		187,722

 

(5) Amendment and Restatement of Amended and Restated 2022 Equity Incentive Plan to Increase Shares. The Company’s stockholders approved the amendment and restatement of the Amended and Restated Plan to increase the number of shares reserved for issuance thereunder by 3,165,000 shares and make certain other clarifying changes, with the approval of 72.52% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:

For		Against		Abstentions		Broker Non-Votes
1,644,915		623,037		181,049		3,731,634

(6) Approvals Relating to Private Placement Transaction. The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d) and as required under the terms of the Company’s July 2026 private placement transaction, (i) the issuance of 4,705,883 shares of Common Stock upon exercise of those certain common stock purchase warrants issued in such transaction and (ii) the reduction of the exercise price of those certain common stock purchase warrants issued on May 13, 2024 from $9.60 to $0.85 per share of Common Stock, with the approval of 77.87% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:
 

For		Against		Abstentions		Broker Non-Votes
1,730,617		491,629		226,755		3,731,634

No other items were presented for stockholder approval at the Annual Meeting.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1   104		VivoSim Labs, Inc. – Amended and Restated 2022 Equity Incentive Plan.   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VivoSim Labs, Inc.
Date:	October 6, 2026	By:	/s/ Keith Murphy
			Name: Keith Murphy Title: Executive Chairman