VivoSim Labs, INC.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VivoSim Labs, Inc., formerly known as Organovo Holdings, Inc., (the “Company”) as of March 31, 2026 and 2025, and the related statements of operations and other comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses and negative cash flows from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for and Valuation of Warrants

As described in Notes 2 and 6 to the financial statements, the Company completed an offering on March 31, 2026 that included common stock, pre-funded warrants, common warrants, and placement agent warrants. Management evaluated the warrants to determine whether they should be classified as equity or liabilities in accordance with ASC 480 and ASC 815. Certain warrant terms, including exercise price adjustments, beneficial ownership limitations, cashless exercise provisions, and price protection features, required management to apply significant judgment in evaluating the appropriate accounting classification. To the extent warrants were classified as liabilities, management measured the warrants at fair value using valuation techniques that required significant assumptions.

We identified the classification and valuation of the warrants issued in the March 31, 2026 offering as a critical audit matter. The principal considerations for our determination were the significant judgment required by management to evaluate the contractual terms of the warrant agreements and determine whether the warrants should be classified as equity or liabilities under ASC 480 and ASC 815. In particular, the evaluation required consideration of complex warrant provisions, including cashless exercise rights, beneficial ownership limitations, anti-dilution and price protection provisions, exercise price adjustments, settlement provisions, term, and the Black-Scholes exchange feature. In addition, for any warrants classified as liabilities, the determination of fair value required the use of valuation models and significant assumptions. Auditing these judgments involved especially challenging and complex auditor judgment, including the need to evaluate the application of complex accounting guidance to the specific terms of the warrant agreements and, as applicable, the reasonableness of the valuation methodology and significant assumptions used in measuring the warrant liability.

Our audit procedures related to the classification and valuation of the warrants included the following, among others:

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We obtained and inspected the warrant agreements, securities purchase agreement, placement agent agreement, and other offering documents related to the March 31, 2026 offering.

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We evaluated whether management appropriately identified the relevant contractual terms of the common warrants, pre-funded warrants, and placement agent warrants, including provisions related to exercise price, term, cashless exercise, beneficial ownership limitations, anti-dilution and price protection adjustments, settlement alternatives, and the Black-Scholes exchange feature.

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We evaluated management’s accounting analysis under ASC 480 and ASC 815, including management’s conclusions regarding whether the warrants represented freestanding financial instruments and whether the warrants met the criteria for equity classification or liability classification.

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We assessed management’s consideration of whether the warrant provisions could require settlement in a manner that would preclude equity classification, including provisions related to price protection, exercise price adjustments, and cashless or exchange settlement features.

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We tested the mathematical accuracy of management’s analysis and agreed key terms used in the analysis to the executed warrant agreements and related offering documents.

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For any warrants classified as liabilities, we evaluated the valuation methodology used by management to estimate fair value and tested significant inputs and assumptions, including the Company’s stock price, exercise price, expected term, volatility, risk-free interest rate, expected dividends, and assumptions related to the Black-Scholes exchange feature.

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We involved valuation specialists, to assist in evaluating the appropriateness of the valuation model and the reasonableness of significant assumptions used to estimate the fair value of any liability-classified warrants.

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We evaluated the adequacy of the Company’s disclosures in Notes 2 and 6 related to the warrant terms, accounting policy, classification conclusions, and valuation of any liability-classified warrants.

/s/ Rosenberg Rich Baker Berman, P.A.

We have served as the Company’s auditor since 2023.

Somerset, New Jersey

July 14, 2026