[Form 4] VivoSim Labs, Inc. Insider Trading Activity

Rhea-AI Filing Summary

VivoSim Labs, Inc. reported an equity award to its Chief Commercial Officer, Lialin Tony Serge. The filing shows an option to purchase 40,000 shares of common stock with an exercise price of $1.78 each, exercisable beginning 08/11/2025 and expiring 08/11/2035. The option vests over four years with 25% vesting on 08/11/2026 and the remainder vesting in 12 equal quarterly installments thereafter. Following the grant the reporting person beneficially owns 40,000 options on a direct basis.

Positive

• Alignment with shareholders: Grant vests over four years to align executive incentives with long-term company performance.
• Standard structure: Option includes a first-year 25% cliff and quarterly vesting thereafter, a common retention mechanism.

Negative

• Potential dilution: Exercise of 40,000 options would increase share count and dilute existing shareholders if exercised.
• No cash proceeds yet: This is a grant, not an immediate purchase of shares; value depends on future stock performance.

Insights

Compensation Analyst

TL;DR: Typical multi-year option grant to align executive incentives with shareholder value.

The option grant of 40,000 shares at $1.78 with a ten-year term and four-year vesting is consistent with market-standard equity compensation for senior commercial executives in small-cap biotech or device firms. The 25% first-year cliff followed by quarterly vesting balances retention incentives with performance alignment. The grant size should be evaluated versus total outstanding shares to assess dilution but, on its face, appears routine and designed to tie the officer's interests to long-term stock performance.

Securities Analyst

TL;DR: Non-cash, non-sale insider transaction; informs on management compensation but is not a liquidity event.

This Form 4 reports a derivative security grant rather than a disposition or purchase of underlying shares. It does not change current outstanding common stock until options are exercised. Investors should note the exercise price of $1.78 and the long expiration date which gives the holder ample time to realize value only if the stock appreciates above the strike plus exercise-related costs. The direct ownership reported is limited to the option award itself.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lialin Tony Serge

(Last) (First) (Middle)

11555 SORRENTO VALLEY ROAD, SUITE 100

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VivoSim Labs, INC. [ VIVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (right to buy)	$1.78	08/11/2025		A		40,000		(1)	08/11/2035	Common Stock	40,000	$0.00	40,000	D

Explanation of Responses:

1. The option vests over a four year period, with 25% of the total number of shares subject to the option vesting on the August 11, 2026, and the balance vesting in 12 equal quarterly installments thereafter.

	/s/ Norman Staskey, attorney-in-fact	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did VivoSim Labs (VIVS) report on this Form 4?

The company reported an option grant to its Chief Commercial Officer for 40,000 shares at an exercise price of $1.78 per share.

When does the option become exercisable and when does it expire?

The option is exercisable beginning 08/11/2025 and expires on 08/11/2035.

How does the option vest for the reporting person?

The option vests over four years with 25% vesting on 08/11/2026 and the balance vesting in 12 equal quarterly installments thereafter.

Does the Form 4 show shares were sold or bought?

No. The filing reports a derivative grant (an option). It is not a current sale or purchase of underlying common stock.

How many options does the reporting person beneficially own after this report?

The reporting person beneficially owns 40,000 options on a direct basis following the reported transaction.