[8-K] VivoSim Labs, INC. Reports Material Event

Rhea-AI Filing Summary

VivoSim Labs, Inc. reported the results of its 2025 Annual Meeting of Stockholders. Of the 2,607,962 shares of common stock outstanding as of the October 17, 2025 record date, 972,769 shares, or 37.29%, were represented, satisfying the quorum requirement.

Stockholders elected Douglas Jay Cohen and David Gobel as Class II directors to serve until the 2028 annual meeting. They ratified Rosenberg Rich Baker Berman P.A. as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 97.91% of votes cast in favor. On an advisory basis, stockholders approved executive compensation with 89.97% support and chose “one year” as the preferred frequency for future advisory votes on executive pay, with 97.17% of votes cast supporting annual votes. The company will hold these advisory votes on an annual basis going forward.

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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): December 16, 2025

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:

☐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 (§ 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 5.07 Submission of Matters to a Vote of Security Holders.

On December 16, 2025, VivoSim Labs, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 2,607,962 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding as of the October 17, 2025 record date, 972,769 shares, or 37.29%, 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 described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 3, 2025 (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 Douglas Jay Cohen and David Gobel as Class II directors, each to hold office until the 2028 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. Cohen and Mr. Gobel as well as the “Broker Non-Votes” submitted for this proposal:

Director		For		Withheld		Broker Non-Votes
Douglas Jay Cohen		212,079		15,531		745,159

Director		For		Withheld		Broker Non-Votes
David Gobel		212,420		15,190		745,159

(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, 2026, with the approval of 97.91% 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
935,525		19,923		17,321

(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 89.97% 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
193,240		21,542		12,828		745,159

(4) Frequency of Advisory Vote on Executive Compensation. The Company’s stockholders approved the frequency, on a non-binding, advisory basis, of “one year” on the frequency of future stockholder votes on executive compensation, with 97.17% of the votes cast for “one year”. The following table shows the tabulation of the votes cast for “one year”, “two years” and “three years”, as well as the “Abstentions” submitted for this proposal:
 

One Year		Two Years		Three Years		Abstentions
207,095		974		5,053		14,488

In light of the advisory vote of the Company’s stockholders to hold future advisory votes on the compensation of the Company’s named executive officers every one year, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

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

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		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:	December 18, 2025	By:	/s/ Keith Murphy
			Name: Keith Murphy Title: Executive Chairman

FAQ

What did VivoSim Labs, Inc. (VIVS) stockholders vote on at the 2025 annual meeting?

Stockholders voted on four items: the election of two Class II directors, ratification of Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2026, an advisory vote on the compensation of named executive officers, and an advisory vote on how often to hold future say-on-pay votes.

Were the director nominees elected at VivoSim Labs, Inc. (VIVS) 2025 annual meeting?

Yes. Douglas Jay Cohen received 212,079 votes for and 15,531 withheld, and David Gobel received 212,420 votes for and 15,190 withheld, with 745,159 broker non-votes for each. Both were elected as Class II directors to serve until the 2028 annual meeting and until their successors are elected and qualified.

Did VivoSim Labs, Inc. (VIVS) stockholders approve the company’s auditors for fiscal 2026?

Yes. Stockholders ratified the appointment of Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2026. The vote was 935,525 shares for, 19,923 against, and 17,321 abstentions, representing 97.91% of votes cast in favor.

How did VivoSim Labs, Inc. (VIVS) stockholders vote on executive compensation?

On a non-binding, advisory basis, stockholders approved the compensation of the company’s named executive officers as disclosed in the proxy statement. The vote was 193,240 shares for, 21,542 against, 12,828 abstentions, and 745,159 broker non-votes, with 89.97% of votes cast in favor.

What frequency of say-on-pay votes did VivoSim Labs, Inc. (VIVS) stockholders prefer?

Stockholders indicated a preference to hold advisory votes on executive compensation every one year. The vote totals were 207,095 shares for one year, 974 for two years, 5,053 for three years, and 14,488 abstentions, with 97.17% of votes cast supporting one-year frequency. The company has determined it will hold these advisory votes annually until the next stockholder advisory vote on frequency.

How many VivoSim Labs, Inc. (VIVS) shares were represented at the 2025 annual meeting?

Out of 2,607,962 shares of common stock issued and outstanding as of the October 17, 2025 record date, 972,769 shares, or 37.29%, were represented at the 2025 Annual Meeting, constituting a quorum.