Warrants keep Esousa, Wachs’ VivoSim Labs (VIVS) stake under 10%

Rhea-AI Filing Summary

VivoSim Labs, Inc. received an amended Schedule 13G reporting that Esousa Group Holdings LLC and Michael Wachs together beneficially own 319,429 shares of common stock, representing 9.9% of the outstanding common stock. This ownership is based on 3,194,295 shares outstanding as of June 30, 2026.

The reporting persons also hold warrants for 576,542 additional shares, but these are excluded from beneficial ownership because a Beneficial Ownership Limitation in the warrants prevents exercises that would raise their ownership above 9.9%. They report sole voting and dispositive power over the 319,429 shares and no shared power.

Key Figures

Beneficially owned shares: 319,429 shares Ownership percentage: 9.9% Shares outstanding: 3,194,295 shares +3 more

6 metrics

Beneficially owned shares 319,429 shares Common stock beneficially owned by Esousa Group Holdings LLC and Michael Wachs

Ownership percentage 9.9% Percent of VivoSim Labs common stock class beneficially owned

Shares outstanding 3,194,295 shares VivoSim Labs common shares outstanding as of June 30, 2026

Warrant shares 576,542 shares Common stock issuable upon exercise of warrants, subject to Beneficial Ownership Limitation

Sole voting power 319,429 shares Shares over which the reporting persons have sole voting power

Sole dispositive power 319,429 shares Shares over which the reporting persons have sole dispositive power

Key Terms

Beneficial Ownership Limitation, beneficially owned, Sole Voting Power, Sole Dispositive Power, +2 more

6 terms

Beneficial Ownership Limitation regulatory

"the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.9%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

beneficially owned regulatory

"Amount beneficially owned: 319,429. This amount consists of 319,429 shares of common stock."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Sole Voting Power 319,429.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 319,429.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D or 13G regulatory

"Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G"

warrants financial

"576,542 shares of common stock issuable upon the exercise of common warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

What ownership stake in VIVS does Esousa Group Holdings LLC report in this Schedule 13G/A?

Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 319,429 shares of VivoSim Labs, Inc. common stock, representing 9.9% of the company’s 3,194,295 shares outstanding as of June 30, 2026.

How is the 9.9% ownership of VIVS by Esousa and Michael Wachs calculated?

The 9.9% stake is calculated using 319,429 beneficially owned shares divided by 3,194,295 VivoSim Labs common shares outstanding as of June 30, 2026, as referenced from a Form 10-Q filed on August 12, 2026.

What additional VIVS securities do Esousa and Michael Wachs hold beyond common shares?

They hold warrants for 576,542 shares of VivoSim Labs common stock. These warrant shares are not counted as beneficially owned because exercising them is restricted by a 9.9% Beneficial Ownership Limitation in the warrant terms.

What is the Beneficial Ownership Limitation described for VIVS in this filing?

The warrants contain a Beneficial Ownership Limitation that prevents the issuer from issuing, and the holders from exercising for, common stock if their beneficial ownership would exceed 9.9% of VivoSim Labs’ then-outstanding common stock after any exercise.

Do Esousa and Michael Wachs have sole or shared voting power over their VIVS shares?

They report sole voting power and sole dispositive power over 319,429 shares of VivoSim Labs common stock, and no shared voting or shared dispositive power over any shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/17/2026 - 09:00 PM Accepted by SEC EDGAR 08/17/2026 - 09:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VivoSim Labs, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68620A302

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 68620A302

1

Names of Reporting Persons

Esousa Group Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 319,429.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 319,429.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

319,429.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 68620A302

1

Names of Reporting Persons

Michael Wachs

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 319,429.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 319,429.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

319,429.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VivoSim Labs, Inc.
(b)	Address of issuer's principal executive offices: 11555 Sorrento Valley Rd, Suite 100 San Diego, CA, 92121
Item 2.
(a)	Name of person filing: Esousa Group Holdings LLC and Michael Wachs.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 68620A302
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 319,429. This amount consists of 319,429 shares of common stock. Not included in the reported amount are 576,542 shares of common stock issuable upon the exercise of common warrants (the "Warrants"). Pursuant to the terms of the Warrants, the Issuer cannot issue common stock to the Reporting Person, and the Reporting Person cannot exercise its Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.9% of the then issued and outstanding common stock of the Issuer (the "Beneficial Ownership Limitation").
(b)	Percent of class: 9.9%. This percentage is based on 3,194,295 shares of common stock of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2026, and gives effect to the Beneficial Ownership Limitation. Due to the Beneficial Ownership Limitation, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise its Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 319,429 shares of common stock
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 319,429 shares of common stock
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	08/17/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	08/17/2026

Exhibit Information

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G