VivoSim Labs (VIVS) director awarded 15,000 restricted stock units

Rhea-AI Filing Summary

VivoSim Labs director Adam K. Stern received 15,000 shares of common stock on a restricted stock unit basis on January 27, 2026 at a price of $0.00 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. Following this award, Stern beneficially owns 19,899 shares directly. All share figures reflect a 1-for-12 reverse stock split of VivoSim Labs common stock that became effective on 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^*

STERN ADAM K

(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	$0.00	19,899(2)	D

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.
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 insider transaction did VivoSim Labs (VIVS) report for Adam K. Stern?

VivoSim Labs reported that director Adam K. Stern was awarded 15,000 shares of common stock as restricted stock units at $0.00 per share. The grant increased his directly held beneficial ownership to 19,899 shares, with all amounts adjusted for a prior 1-for-12 reverse stock split.

When do Adam K. Stern’s 15,000 restricted stock units at VivoSim Labs vest?

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

How many VivoSim Labs shares does Adam K. Stern own after the reported grant?

After the reported restricted stock unit grant, Adam K. Stern beneficially owns 19,899 shares of VivoSim Labs common stock. These shares are reported as directly held, and the figure already reflects the company’s previously implemented 1-for-12 reverse stock split on March 20, 2025.

What is the exercise or purchase price of the 15,000 VivoSim Labs restricted stock units?

The 15,000 restricted stock units awarded to Adam K. Stern were granted at a price of $0.00 per share. This indicates they are a compensatory equity award rather than an open-market purchase, with value realized based on future vesting and the company’s share price.

How did VivoSim Labs’ reverse stock split affect the share numbers in this Form 4?

VivoSim Labs 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 the 19,899 shares beneficially owned, are already adjusted to reflect this reverse split ratio.

What triggers could accelerate vesting of Adam K. Stern’s VivoSim Labs restricted stock units?

The restricted stock units granted to Adam K. Stern may vest earlier than the scheduled date if there is a change of control at VivoSim Labs. Otherwise, they vest on the earlier of January 27, 2027 or the next annual meeting of stockholders, as described in the footnotes.