VivoSim Labs sets 2026 shareholder meeting date

VivoSim Labs, Inc. set September 30, 2026 as the date of its 2026 Annual Meeting of Stockholders and August 13, 2026 as the record date for determining stockholders entitled to receive notice of and vote at the meeting.

Rhea-AI Filing Summary

VivoSim Labs, Inc. set September 30, 2026 as the date of its 2026 Annual Meeting of Stockholders and August 13, 2026 as the record date for determining stockholders entitled to receive notice of and vote at the meeting.

Because this meeting date is more than 30 days earlier than the prior annual meeting on December 16, 2025, the company is providing an explicit advance notice deadline. To be properly brought before the 2026 meeting, stockholder proposals not intended for inclusion in proxy materials and stockholder nominations for directors must be received by the corporate secretary by August 9, 2026 and must satisfy the informational and procedural requirements in the Amended and Restated Bylaws and, where applicable, Rule 14a-8 under the Exchange Act. Submissions and requests for a copy of the Bylaws are to be sent to the company’s San Diego principal office, attention Corporate Secretary.

8-K Event Classification

3 items: 5.08, 8.01, 9.01

3 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2026 Annual Meeting date: September 30, 2026 Record Date: August 13, 2026 Proposal and nomination deadline: August 9, 2026 +1 more

4 metrics

2026 Annual Meeting date September 30, 2026 Date set for the 2026 Annual Meeting of Stockholders

Record Date August 13, 2026 Date for determining stockholders entitled to notice and to vote at the 2026 meeting

Proposal and nomination deadline August 9, 2026 Last day for receipt of stockholder proposals and director nominations for the 2026 meeting

Prior Annual Meeting date December 16, 2025 One-year anniversary reference date used to assess advance notice timing

Key Terms

Record Date, advance notice provisions, Rule 14a-8, Public Announcement, +1 more

5 terms

Record Date financial

"the Record Date will be August 13, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

advance notice provisions regulatory

"must each comply with the advance notice provisions set forth in the Bylaws"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

Rule 14a-8 regulatory

"including, if applicable, Rule 14a-8 under the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Public Announcement regulatory

"the 10th day following the day on which the Public Announcement of the date"

proxy materials financial

"regarding the inclusion of stockholder proposals in the Company’s proxy materials"

Proxy materials are the packet of documents sent to shareholders that explain items to be voted on at a company meeting and include the actual ballot or instructions for casting a vote. Think of them as a voting packet that lays out who’s running the company, major proposals (like pay, mergers, or board changes), and arguments for and against each item. Investors care because those votes shape corporate direction, affect risk and future profits, and can influence share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is VivoSim Labs (VIVS) holding its 2026 Annual Meeting of Stockholders?

The 2026 Annual Meeting of Stockholders for VivoSim Labs, Inc. (VIVS) is scheduled for September 30, 2026. Stockholders of record on August 13, 2026 will be entitled to receive notice of, and vote at, the meeting.

What is the record date for voting at VivoSim Labs (VIVS) 2026 annual meeting?

The record date for determining which VivoSim Labs (VIVS) stockholders may vote at the 2026 annual meeting is August 13, 2026. Only holders of common stock on that date are entitled to receive notice of and vote at the meeting.

What is the deadline for VIVS shareholders to submit proposals or director nominations?

Written stockholder proposals not for proxy inclusion and director nominations for VivoSim Labs (VIVS) must be received by the corporate secretary by August 9, 2026. Submissions must meet the advance notice and informational requirements in the company’s Bylaws and applicable law.

Why did VivoSim Labs (VIVS) provide a special nomination deadline for the 2026 meeting?

VivoSim Labs (VIVS) disclosed this deadline because the 2026 annual meeting on September 30, 2026 occurs more than 30 days before the prior meeting date of December 16, 2025, triggering advance notice timing rules in its Amended and Restated Bylaws.

Where should VIVS shareholders send proposals, nominations or Bylaw requests?

Shareholders of VivoSim Labs (VIVS) should send proposals, director nominations and written requests for a copy of the Bylaws to: VivoSim Labs, Inc., 11555 Sorrento Valley Rd., Suite 100, San Diego, CA 92121, Attn: Corporate Secretary.

Do VIVS shareholder proposals for proxy inclusion also follow the August 9, 2026 deadline?

Yes. The August 9, 2026 deadline also applies to determining whether a VivoSim Labs (VIVS) stockholder proposal is timely under Rule 14a-8 for possible inclusion in the company’s proxy materials, in addition to Bylaw advance notice requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 04:13 PM Accepted by SEC EDGAR 07/30/2026 - 04:12 PM Learn about SEC filing dates

false 0001497253 0001497253 2026-07-30 2026-07-30

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): July 30, 2026

VIVOSIM LABS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-35996

Delaware		27-1488943
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 224-1000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.08. Shareholder Director Nominations.

On July 30, 2026, the Board of Directors of VivoSim Labs, Inc. (the “Company”) set September 30, 2026 (the “Meeting Date”) as the date of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and August 13, 2026 as the record date for determining the stockholders of the Company entitled to receive notice of, and to vote at, the Annual Meeting (the “Record Date”).

Because the Meeting Date has advanced by more than 30 days prior to the one-year anniversary of December 16, 2025, the date of the Company’s 2025 Annual Meeting of Stockholders, as set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”), the Company is providing the due date for submission of any qualified stockholder proposals or qualified stockholder nominations for the Annual Meeting.

Stockholder proposals not intended to be included in the proxy materials for the Annual Meeting, as well as stockholder nominations for election of directors at the Annual Meeting, must each comply with the advance notice provisions set forth in the Bylaws. For stockholder proposals or director nominations to be considered properly brought before the Annual Meeting, written notice must be received by the Company’s corporate secretary by August 9, 2026, which is the 10^th day following the day on which the Public Announcement (as defined in the Bylaws) of the date of the Annual Meeting is first made. If the Company does not receive notice by the foregoing date, then such notice will be considered untimely.

In addition to timing requirements, the advance notice provisions of the Bylaws contain informational requirements that also must be met. A copy of the Bylaws may be obtained by writing to the Company at the Company’s principal place of business.

Stockholder proposals must comply with the requirements of all applicable laws, including, if applicable, Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in the Company’s proxy materials. The August 9, 2026 deadline will also apply in determining whether a stockholder proposal is submitted timely under Rule 14a-8.

All proposals by stockholders, all notices of nominations or other general business and all written requests for a copy of the Bylaws should be sent to:

VivoSim Labs, Inc.

11555 Sorrento Valley Rd., Suite 100

San Diego, CA 92121

Attn: Corporate Secretary

Item 8.01. Other Events.

On July 30, 2026, the Company announced that the Annual Meeting will be held on September 30, 2026 and that the Record Date will be August 13, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
104		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: July 30, 2026				By:		/s/ Norman Staskey
						Name: Norman Staskey
						Title: Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB