VivoSim Labs, INC.

S-11 d121391ds1.htm S-1

As filed with the Securities and Exchange Commission on July 31, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

**(858)224-1000 **

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Keith Murphy

Executive Chairman

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

**(858)224-1000 **

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

Copies to:

Jeffrey T. Hartlin, Esq.

Samantha H. Eldredge, Esq.

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, California 94304

**(650)320-1800 **

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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:

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 31, 2026

Prospectus

Up to 4,705,883 Shares of Common Stock Underlying the Pre-Funded Warrants

Up to 4,705,883 Shares of Common Stock Underlying the Common Warrants

This prospectus relates to the resale by the investor listed in the section of this prospectus entitled “Selling Stockholder” (the “Selling Stockholder”) of up to 9,411,766 shares of our common stock, par value $0.001 per share (the “Common Stock”), which consist of: (i) 4,705,883** shares of Common Stock (the“Pre-Funded Warrant Shares”) issuable upon the exercise of those certainpre-funded warrants (the“Pre-Funded Warrants”) to purchase Common Stock issued on July 17, 2026 to the Selling Stockholder pursuant to that certain Securities Purchase Agreement, dated as of July 16, 2026, by and between us and the Selling Stockholder (the “Securities Purchase Agreement”), and (ii) 4,705,883 **shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) issuable upon the exercise of those certain warrants to purchase Common Stock issued to the Selling Stockholder on July 17, 2026 pursuant to the Securities Purchase Agreement (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). We are registering the resale of the Warrant Shares as required by the Securities Purchase Agreement.

Our registration of the Warrant Shares covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Warrant Shares. The Selling Stockholder may sell the Warrant Shares covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Stockholder, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 11 of this prospectus. We will not receive any of the proceeds from the Warrant Shares sold by the Selling Stockholder, other than any proceeds from any cash exercise of the Warrants.

No underwriter or other person has been engaged to facilitate the sale of the Warrant Shares in this offering. The Selling Stockholder may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), of the Warrant Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of the Warrant Shares. The Selling Stockholder will bear all commissions and discounts, if any, attributable to their respective sales of the Warrant Shares.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “VIVS”. On July 30, 2026, the last reported sales price per share of our Common Stock was $$0.386.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information”, and any amendments or supplements carefully before you invest in any of our securities.

Investing in our Common Stock involves substantial risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors“ beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.