VivoSim Labs (VIVS) director granted 15,000 stock units vesting 2027

Rhea-AI Filing Summary

VivoSim Labs director Douglas Jay Cohen received 15,000 shares of common stock in the form of restricted stock units on January 27, 2026 at a price of $0 per share. These units vest on the earlier of January 27, 2027 or the next annual stockholder meeting, with possible acceleration upon a change of control.

After this grant, Cohen directly beneficially owns 20,732 shares of common stock, and 83 shares are held indirectly by his son and 83 shares are held indirectly by his daughter. All share amounts reflect a 1-for-12 reverse stock split effective March 20, 2025.

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

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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^*

Cohen Douglas Jay

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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
Common Stock	01/27/2026		A		15,000(1)	A	$0	20,732(2)	D
Common Stock								83(2)	I	By Son
Common Stock								83(2)	I	By Daughter

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

Explanation of Responses:

1. The reported securities are represented by restricted stock units, which shall vest on the earlier of January 27, 2027 or the date of the next annual meeting of stockholders held by the Issuer, subject to acceleration in the event of a change of control.

2. Effective on March 20, 2025, the Issuer conducted a reverse stock split of its common stock at a ratio of 1-for-12 (the "Reverse Split"). All share numbers reported herein give effect to the Reverse Split.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Norman Staskey, attorney-in-fact	01/29/2026
	** 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.
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FAQ

What did VivoSim Labs (VIVS) disclose in this Form 4 filing?

VivoSim Labs reported that director Douglas Jay Cohen received 15,000 restricted stock units of common stock on January 27, 2026 at no cost. The filing also updates his direct and indirect share ownership after the grant, reflecting a recent reverse stock split.

How many VivoSim Labs (VIVS) shares does Douglas Jay Cohen now beneficially own?

After the January 27, 2026 grant, Douglas Jay Cohen directly beneficially owns 20,732 shares of VivoSim Labs common stock. In addition, 83 shares are held indirectly by his son and 83 shares are held indirectly by his daughter, as disclosed in the filing.

What are the vesting terms of the 15,000 restricted stock units at VivoSim Labs (VIVS)?

The 15,000 restricted stock units vest on the earlier of January 27, 2027 or the date of VivoSim Labs’ next annual meeting of stockholders. The vesting may accelerate if there is a change of control of the company, according to the disclosure.

Were the VivoSim Labs (VIVS) restricted stock units granted to Douglas Jay Cohen purchased for cash?

No, the 15,000 restricted stock units of VivoSim Labs common stock were reported with a price of $0 per share. This indicates an equity award rather than an open-market purchase, granted to director Douglas Jay Cohen on January 27, 2026.

How does the VivoSim Labs (VIVS) reverse stock split affect the share numbers in this Form 4?

The company completed a 1-for-12 reverse stock split of its common stock effective March 20, 2025. All share amounts in the Form 4, including the 15,000 restricted stock units and Cohen’s holdings, already reflect the adjusted post-split share count.

What indirect holdings in VivoSim Labs (VIVS) stock are reported for Douglas Jay Cohen?

The Form 4 shows 83 shares of VivoSim Labs common stock held indirectly "By Son" and 83 shares held indirectly "By Daughter." These indirect positions are reported in addition to Douglas Jay Cohen’s directly held 20,732 shares following the restricted stock unit grant.