VivoSim Labs, INC 8-K, filed Oct 6, 2026
VivoSim Labs, INC. (VIVS)
About this 8-K
VivoSim Labs, INC filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, VivoSim Labs, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Amended and Restated Plan”) to increase the number of shares reserved for issuance thereunder by 3,165,000 shares. The Amended and Restated Plan was previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval.
The Amended and Restated Plan became effective immediately upon stockholder approval at the Annual Meeting. A more complete summary of the terms of the Amended and Restated Plan is set forth in “Proposal 5: Approval of Amendment and Restatement of VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2026 (the “Proxy Statement”), which description and text are incorporated herein by reference.
The foregoing description of the terms of the Amended and Restated Plan and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 30, 2026, Company held the Annual Meeting. Of the 16,586,495 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding as of the August 13, 2026 record date, 6,180,635 shares, or 37.26%, constituting a quorum, were represented at the Annual Meeting either virtually or by proxy.
A description of each proposal voted upon at the Annual Meeting is included in the Proxy Statement. Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.
(1) Election of Directors. The Company’s stockholders elected Keith Murphy and Adam Stern as Class III directors, each to hold office until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified. The following table shows the tabulation of the votes cast “For” and “Withheld” for each of Mr. Murphy and Mr. Stern as well as the “Broker Non-Votes” submitted for this proposal:
Director |
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For |
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Withheld |
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Broker Non-Votes |
Keith Murphy |
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2,070,729 |
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378,272 |
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3,731,634 |
Director |
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For |
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Withheld |
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Broker Non-Votes |
Adam Stern |
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2,069,436 |
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379,565 |
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3,731,634 |
(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with the approval of 92.51% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:
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For |
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Against |
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Abstentions |
5,343,651 |
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432,612 |
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404,372 |
(3) Advisory Vote on the Compensation of Named Executive Officers. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with the approval of 76.33% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
1,719,609 |
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533,207 |
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196,185 |
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3,731,634 |
(4) Approval of Reverse Stock Split. The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board at any time on or before September 30, 2027, a reverse stock split of the Common Stock, at a ratio to be determined by the Board within a range of 1-to-5 to 1-to-20 (or any number in between),
without reducing the authorized number of shares of Common Stock and without further approval or authorization of the Company’s stockholders, with the approval of 74.12% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:
For |
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Against |
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Abstentions |
4,442,521 |
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1,550,392 |
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187,722 |
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(5) Amendment and Restatement of Amended and Restated 2022 Equity Incentive Plan to Increase Shares. The Company’s stockholders approved the amendment and restatement of the Amended and Restated Plan to increase the number of shares reserved for issuance thereunder by 3,165,000 shares and make certain other clarifying changes, with the approval of 72.52% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
1,644,915 |
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623,037 |
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181,049 |
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3,731,634 |
(6) Approvals Relating to Private Placement Transaction. The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d) and as required under the terms of the Company’s July 2026 private placement transaction, (i) the issuance of 4,705,883 shares of Common Stock upon exercise of those certain common stock purchase warrants issued in such transaction and (ii) the reduction of the exercise price of those certain common stock purchase warrants issued on May 13, 2024 from $9.60 to $0.85 per share of Common Stock, with the approval of 77.87% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker Non-Votes” submitted for this proposal:
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Against |
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Abstentions |
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Broker Non-Votes |
1,730,617 |
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491,629 |
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226,755 |
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3,731,634 |
No other items were presented for stockholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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10.1
104 |
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VivoSim Labs, Inc. – Amended and Restated 2022 Equity Incentive Plan.
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VivoSim Labs, Inc. |
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Date: |
October 6, 2026 |
By: |
/s/ Keith Murphy |
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Name: Keith Murphy |
Exhibit 10.1
VIVOSIM LABS, INC.
AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN
(As Amended and Restated on September 30, 2026)
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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If the Fair Market Value is to be determined under subsection (i) or (ii) above and the determination date for the Fair Market Value occurs on a day other than a Trading Day, the Fair Market Value will be the price as determined under subsection (i) or (ii) above, as applicable, on the immediately preceding Trading Day, unless otherwise determined by the Administrator. In addition, for purposes of determining the Fair Market Value of Shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, Fair Market Value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose. Note that the determination of Fair Market Value for purposes of withholding Tax-Related Items may be made in the Administrator’s sole discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
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Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price or purchase price of an Award or to satisfy the tax withholding obligations related to an Award will not become available
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for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to this Section 3(c).
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An Option will be deemed exercised when the Company receives: (i) notice of exercise (in accordance with the procedures that the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any amounts necessary to satisfy withholding obligations for Tax-Related Items). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant and approved by the Administrator, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
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At the discretion of the Administrator, the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value or in some combination of both.
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If an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such period.
For the purposes of this Section 14(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such
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Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control.
Notwithstanding anything in this Section 14(c) to the contrary, and unless otherwise provided in an Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post‑Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
Notwithstanding anything in this Section 14(c) to the contrary, if a payment under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement or other written agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Section 409A, then any payment of an amount that otherwise is accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A.
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