VivoSim Labs, Inc.
11555 Sorrento Valley Road, Suite 100
San Diego, CA 92121
September 25, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Re: | VivoSim Labs, Inc. – Request for Withdrawal of Registration
Statement on Form S-1 (File No. 333-282841), pursuant to Rule 477 of the Securities Act of 1933, as amended |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act
of 1933, as amended (the “Securities Act”), VivoSim Labs, Inc., a Delaware corporation (the “Company”),
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal,
effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-1
(File No. 333-282841), together with all exhibits thereto (collectively, the “Registration Statement”). The
Registration Statement was filed with the Commission on October 25, 2024.
The Registration Statement has not been declared
effective and the undersigned confirms that no securities have been or will be sold thereunder. The Company is requesting withdrawal of
the Registration Statement because it has elected not to proceed with the proposed offering of shares of common stock, pre-funded warrants
and common warrants at this time.
The Company further requests that, in accordance
with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement
be credited to the account of the Company for future use.
Please direct any comments or questions regarding
this request for withdrawal to our outside counsel, Samantha Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email
at samanthaeldredge@paulhastings.com.
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Sincerely, |
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VIVOSIM LABS, INC. |
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By: |
/s/ Keith Murphy |
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Name: |
Keith Murphy |
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Title: |
Executive Chair |
cc: | Samantha H. Eldredge, Esq. (Paul Hastings LLP) |