VivoSim Labs, Inc. ownership disclosure: Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 286,557 shares of common stock, equal to 9.9% of the class after applying a Beneficial Ownership Limitation. The filing states 2,607,962 shares outstanding as of December 31, 2025.
The reported amount excludes 2,345,022 pre-funded warrants and 3,947,369 common warrants, which cannot be exercised to exceed the 9.9% limit.
Positive
None.
Negative
None.
Insights
Disclosure shows a near-10% passive stake constrained by a contractual cap.
The filing reports 286,557 shares beneficially owned and a 9.9% ownership figure calculated using 2,607,962 shares outstanding as of December 31, 2025. The holder also holds warrants that are subject to a Beneficial Ownership Limitation.
Because the limitation prevents additional exercises that would exceed 9.9%, future conversions depend on either changes to that cap or changes in the outstanding share count; cash‑flow treatment and exercise timing are not specified in the excerpt.
Key Figures
Shares beneficially owned:286,557 sharesPercent of class:9.9%Shares outstanding:2,607,962 shares+2 more
5 metrics
Shares beneficially owned286,557 sharesreported beneficial ownership by Esousa Group/M. Wachs
Percent of class9.9%percentage giving effect to Beneficial Ownership Limitation
Shares outstanding2,607,962 sharesas of December 31, 2025, used for percent calculation
Pre-Funded Warrants issuable2,345,022 sharesshares issuable upon exercise of Pre-Funded Warrants (not included in reported amount)
Common Warrants issuable3,947,369 sharesshares issuable upon exercise of common warrants (not included in reported amount)
"Pursuant to the terms of the Warrants, the Issuer cannot issue common stock"
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.
Pre-Funded Warrantsfinancial
"2,345,022 shares of common stock issuable upon the exercise of Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Schedule 13Gregulatory
"EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What stake does Esousa Group Holdings report in VIVS?
Esousa Group Holdings and Michael Wachs report beneficial ownership of 286,557 shares, representing 9.9% of common stock based on 2,607,962 shares outstanding as of December 31, 2025, after applying the Beneficial Ownership Limitation.
Do the reported warrants increase Esousa's ownership in VIVS?
The filing lists 2,345,022 pre-funded warrants and 3,947,369 common warrants, but the holder cannot exercise them to exceed the 9.9% Beneficial Ownership Limitation, so those warrants are not currently exercisable to increase ownership above that cap.
What is the Beneficial Ownership Limitation in the filing?
The Beneficial Ownership Limitation prevents issuance or exercise of Warrants if the result would cause beneficial ownership to exceed 9.9% of then issued and outstanding common stock, as stated in the filing's warrant provisions.
Who filed the Schedule 13G for VivoSim Labs (VIVS)?
The statement was filed jointly by Esousa Group Holdings LLC and Michael Wachs, with signatures dated April 6, 2026, and lists their shared filing agreement for Schedule 13D/G reporting.
What outstanding share count does the filing use for the percent calculation?
The filing bases the 9.9% calculation on 2,607,962 shares outstanding as of December 31, 2025, citing the issuer's prospectus as the source for that share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VivoSim Labs, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68620A302
(CUSIP Number)
04/01/2026
(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
286,557.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
286,557.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
286,557.00
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
286,557.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
286,557.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
286,557.00
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 1001
(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 Number(s):
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:
286,557. This amount consists of 286,557 shares of common stock.
Not included in the reported amount are 2,345,022 shares of common stock issuable upon the exercise of Pre-Funded Warrants, 3,947,369 shares of common stock issuable upon the exercise of common warrants (together with the pre-funded 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 2,607,962 shares of common stock of the Issuer outstanding as of December 31, 2025, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on April 2, 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:
286,557 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:
286,557 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:
04/06/2026
Michael Wachs
Signature:
/s/ Michael Wachs
Name/Title:
Michael Wachs
Date:
04/06/2026
Exhibit Information
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of VivoSim Labs, Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
April 6, 2026
ESOUSA GROUP HOLDINGS LLC
By: /s/ Michael Wachs
Name: Michael Wachs
Title: Managing Member
/s/ Michael Wachs
Michael Wachs
