[S-8] VivoSim Labs, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

VivoSim Labs, Inc. filed an S-8 registration statement to register securities under its employee benefit plan. The filing notes a 1-for-12 reverse stock split effected March 20, 2025, and incorporates by reference the company’s recent Annual Report (fiscal year ended March 31, 2025) and certain subsequent Current Reports and Quarterly Report. The exhibit list includes amended charters and bylaws, the Amended and Restated 2022 Equity Incentive Plan and award agreement forms, legal opinion and auditor consent. The filing is signed by senior officers on August 28, 2025.

Positive

• Registration of employee equity plan is filed, enabling equity compensation under the Amended and Restated 2022 Equity Incentive Plan
• Supporting legal and audit documentation included: counsel opinion (Exhibit 5.1) and auditor consent (Exhibit 23.1)
• Corporate governance updates reflected via multiple charter amendments and amended bylaws incorporated by reference

Negative

• No specific share quantity for the S-8 registration is present in the provided excerpt
• Filing contains no financial or operational metrics—the excerpt does not disclose revenue, earnings, or balance sheet figures

Insights

Corporate Governance Expert

TL;DR: Routine employee-plan registration with governance documents and legal/audit consents; no new financial metrics disclosed.

The S-8 appears to be a standard registration of securities for employee compensation purposes, supported by corporate charter amendments and an updated equity incentive plan. Inclusion of counsel opinion and auditor consent is typical and reduces procedural risk. The document references a 1-for-12 reverse split, which is an important corporate action recorded here. The filing does not provide financial results or the specific share quantity registered in the excerpt provided, limiting assessment of dilution or accounting impact.

Securities Lawyer

TL;DR: Procedural filing that incorporates prior reports and key exhibits; appears compliant but lacks share-quantity detail in provided text.

The filing incorporates by reference the company’s Annual Report and subsequent reports and attaches governing documents, plan instruments, legal opinion and auditor consent, aligning with regulatory expectations for an S-8. The presence of amended charter and bylaws and formal award agreement forms supports enforceability of the plan. The excerpted content omits the specific number of shares being registered, so the filing record here is incomplete for full legal review.

As filed with the Securities and Exchange Commission on August 28, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VivoSim Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware		27-1488943
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11555 Sorrento Valley Rd., Suite 100

San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan

(Full title of the plan)

Keith Murphy

Executive Chairman

VivoSim Labs, Inc.

11555 Sorrento Valley Rd., Suite 100

San Diego, CA 92121

(858) 224-1000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jeffrey T. Hartlin, Esq.

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, California 94304

(650) 320-1800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES

EXPLANATORY NOTE

VivoSim Labs, Inc. (the “Registrant”) has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 147,916 additional shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”), issuable pursuant to the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (as amended and restated, the “2022 Plan”).

The Registrant’s stockholders initially approved the 2022 Plan, including the 103,062 shares of Common Stock initially available for issuance pursuant thereto, on October 12, 2022. On November 20, 2024, the Registrant’s stockholders approved the amendment and restatement of the 2022 Plan solely to increase the maximum number of shares of Common Stock available for grant thereunder by 147,916 shares of Common Stock to an aggregate of 250,978 shares of Common Stock.

Pursuant to the Registration Statement on Form S-8 (File No. 333-268001) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 25, 2022 (the “Prior Registration Statement”), the Registrant previously registered 103,062 shares of Common Stock under the 2022 Plan.

The Common Stock share amount stated in the first, second and third paragraphs above as presented on a post-split basis and reflect the 1-for-12 reverse stock split effected by the Registrant on March 20, 2025.

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:

•		The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 5, 2025 as amended by Amendment No.  1 on Form 10-K/A, filed with the SEC on July 29, 2025;
•		The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 12, 2025;
•		The Registrant’s Current Reports on Form 8-K filed with the SEC on April  2, 2025 (other than Items 2.02, 7.01 and Exhibit 99.1 thereto), April 24, 2025 (other than Item 7.01 and Exhibit 99.1 thereto), May  6, 2025 and August 14, 2025 (other than Item 7.01 and Exhibit 99.1 thereto); and
•		The description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-35996), filed with the SEC on July 26, 2016, including any amendments or reports filed for the purpose of updating such description, including the description of our common stock included as Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 5, 2025, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on July 29, 2025.

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:

VivoSim Labs, Inc.

11555 Sorrento Valley Rd., Suite 100

San Diego, CA 92121

(858) 224-1000

Attn: Executive Chairman

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a corporation to eliminate or limit the personal liability of directors and officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, except where the director or officer breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of the DGCL or derived an improper personal benefit. The Registrant’s certificate of incorporation, as amended, provides that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding or with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the

adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The Registrant’s amended and restated bylaws provide that the Registrant will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the Registrant) by reason of the fact that he or she is or was a director or officer of the Registrant, or is or was serving, at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The Registrant’s amended and restated bylaws also provide that the Registrant will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of the Registrant to procure a judgment in the Registrant’s favor by reason of the fact that the Indemnitee is or was, a director or officer, or is or was serving, or has agreed to serve, at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection with the defense or settlement of such action or suit, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the Registrant’s best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, unless, and only to the extent, that the Court of Chancery or the court in which such action or suit was brought determines, despite the adjudication of liability but in view of all the circumstances, he or she is entitled to indemnification of such expenses which the Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

The Registrant has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding, subject to certain exceptions.

The Registrant’s amended and restated bylaws provide that the Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL. The Registrant has obtained insurance under which, subject to the limitations of the insurance policies, coverage is provided to the Registrant’s directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive officers pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit Number		Description
3.1		Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the SEC on February 3, 2012).
3.2		Certificate of Amendment of Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the SEC on July 27, 2018).
3.3		Certificate of Second Amendment of Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, as filed with the SEC on August 17, 2020).
3.4		Certificate of Third Amendment of Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on March 21, 2025).
3.5		Certificate of Fourth Amendment of Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 24, 2025).
3.6		Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K as filed with the SEC on April 24, 2025).
4.1		VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed on June 5, 2025 and incorporated herein by reference).
4.2		Form of Global Stock Option Award Agreement under the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on June 5, 2025 and incorporated herein by reference).
4.3		Form of Global Restricted Stock Unit Award Agreement under the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed on June 5, 2025 and incorporated herein by reference).
5.1*		Opinion of Paul Hastings LLP.
23.1*		Consent of Rosenberg Rich Baker Berman, P.A., Independent Registered Public Accounting Firm.
23.3*		Consent of Paul Hastings LLP (included in Exhibit 5.1).
24.1*		Power of Attorney is contained on the signature page.
107*		Calculation of Filing Fee Table

* Filed herewith.

ITEM 9. UNDERTAKINGS.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that:

(A) paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 28, 2025.

VivoSim Labs, Inc.
By:		/s/ Keith Murphy
Name:		Keith Murphy
Title:		Executive Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith Murphy and Norman Staskey, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
/s/ Keith Murphy		Executive Chairman		August 28, 2025
Keith Murphy		(Principal Executive Officer)
/s/ Norman Staskey		Chief Financial Officer		August 28, 2025
Norman Staskey		(Principal Financial and Accounting Officer)
/s/ Adam K. Stern		Director		August 28, 2025
Adam K. Stern
/s/ Douglas Cohen		Director		August 28, 2025
Douglas Cohen
/s/ David Gobel		Director		August 28, 2025
David Gobel
/s/ Alison Milhous		Director		August 28, 2025
Alison Milhous

FAQ

What did VivoSim Labs (VIVS) file on Form S-8?

VivoSim Labs filed an S-8 to register securities for its employee benefit plan, incorporating the Amended and Restated 2022 Equity Incentive Plan and related award agreement forms.

Does the filing mention any corporate actions by VivoSim Labs?

Yes. The filing states a 1-for-12 reverse stock split was effected on March 20, 2025.

Are legal opinions and auditor consents included in the S-8 filing?

Yes. The exhibit list includes an opinion of Paul Hastings LLP (Exhibit 5.1) and the consent of the independent registered public accounting firm (Exhibit 23.1).

Does the provided excerpt show how many shares are being registered?

No. The excerpt does not contain a specific number of shares or share amount being registered under the S-8.

When were the signatures on this filing executed?

Signatures in the provided excerpt are dated August 28, 2025, including the Principal Executive Officer and Principal Financial and Accounting Officer.