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VivoSim Labs, INC.

For the period ended Sep 30, 2026. Filed Aug 21, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 30, 2026 · Filed Aug 21, 2026

VIVS$0.14+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

VivoSim Labs, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

VivoSim Labs, Inc.

11555 Sorrento Valley Rd., Suite 100

San Diego, CA 92121

August 21, 2026

Dear Stockholder:

You are cordially invited to attend this year’s Annual Meeting of Stockholders of VivoSim Labs, Inc. on Wednesday, September 30, 2026 at 9:00 a.m. (Pacific Daylight Time). The Annual Meeting will be completely virtual. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/VIVS2026.

On or about August 25, 2026, we will mail our proxy materials to our stockholders, comprised of the enclosed Annual Report, the Notice of Annual Meeting of Stockholders, the Proxy Statement, and proxy card.

The matters to be acted upon are described in the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. Following the formal business of the meeting, we will respond to questions from stockholders.

Whether or not you plan to virtually attend the meeting, your vote is very important and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or you can also vote by mail by following the instructions on your proxy card. If you virtually attend the meeting, you will have the right to revoke your proxy and vote electronically during the meeting via the live webcast. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

On behalf of our Board of Directors, thank you for your continued support and interest.

Sincerely yours,

VIVOSIM LABS, INC. NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 30, 2026

To Our Stockholders:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of VivoSim Labs, Inc. (“we,” “us,” “our,” “VivoSim” or the “Company”) will be held on Wednesday, September 30, 2026, at 9:00 a.m. (Pacific Daylight Time). The Annual Meeting will be completely virtual. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/VIVS2026. At the Annual Meeting, our stockholders will be asked:

1.To elect each of Keith Murphy and Adam Stern as a Class III director to hold office until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified;
2.To ratify the appointment of Rosenberg Rich Baker Berman P.A. as our independent registered public accounting firm for the fiscal year ending March 31, 2027;
3.To approve, on an advisory basis, the compensation of our named executive officers;
4.To approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board of Directors of the Company (the “Board”) at any time on or before September 30, 2027, a reverse stock split of the Company’s common stock, at a ratio to be determined by the Board within a range of 1-for-5 to 1-for-20 (or any number in between), without reducing the authorized number of shares of common stock and without further approval or authorization of our stockholders;
5.To approve an amendment and restatement of the Company’s Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,165,000 shares and make certain other clarifying changes;
6.To approve, 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; and
7.To transact such other business as may properly be brought before the Annual Meeting or any adjournments or postponements thereof.

Our Board recommends a vote FOR each of the director nominees and FOR Proposals 2, 3, 4, 5 and 6 listed above. Stockholders of record at the close of business on August 13, 2026 are entitled to notice of, and to vote on, all matters at the Annual Meeting and any reconvened meeting following any adjournments or postponements thereof. For 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose relating to the Annual Meeting, during ordinary business hours at our corporate offices located at 11555 Sorrento Valley Rd., Suite 100, San Diego, CA 92121.

All stockholders are invited to attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting, you are urged to vote or submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Telephone and internet voting are available. For specific instructions on voting, please refer to the proxy card. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: This Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and Annual Report are available at www.proxyvote.com.

By Order of the Board of Directors

August 21, 2026

2026 Proxy Statement Summary

To assist you in reviewing the Proxy Statement for the VivoSim Labs, Inc. (“we,” “us,” “our,” “VivoSim” or the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), we call your attention to the following summary information about the Annual Meeting, the proposals to be considered at the Annual Meeting and our corporate governance and compensation frameworks. For more complete information, please review our Proxy Statement. Regardless of the number of shares you own, your VOTE is very important. Even if you presently plan to virtually attend the Annual Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Telephone and internet voting are available. For specific instructions on voting, please refer to the proxy card. If you do virtually attend the Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.

Annual Meeting of Stockholders

Date and Time:September 30, 2026 at 9:00 a.m. (Pacific Daylight Time)
Place:www.virtualshareholdermeeting.com/VIVS2026
Record Date:August 13, 2026
Voting:If you were a “stockholder of record” or beneficial owner of shares held in “street name” as of the Record Date, you may vote your shares. You may vote during the Annual Meeting or by internet, telephone or mail. See the “General Information - Voting Instructions” in the Proxy Statement for more detail regarding how you may vote your shares.
Virtual Meeting:The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders. You can virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VIVS2026, where you will be able to vote your shares and submit your questions during the meeting via the internet. There will not be a physical meeting location and you will not be able to attend in person. The Annual Meeting starts at 9:00 a.m. (Pacific Daylight Time). We encourage you to access the meeting website prior to the start time to allow time for check-in. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting login page. You do not need to register to virtually attend the Annual Meeting webcast. Follow the instructions on your proxy card to access the Annual Meeting.

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Proposals and Voting Recommendations

Board VoteRecommendationPage References(for more detail)
Proposals:
(1) Election of two Class III directors each to hold office until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified.FOR EACH NOMINEE7-8
(2) Ratification of the appointment of Rosenberg Rich Baker Berman P.A. as our independent registered public accounting firm for the fiscal year ending March 31, 2027.FOR9-10
(3) Approval, on an advisory basis, of the compensation of our named executive officers.FOR11
(4) Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board of Directors of the Company (the “Board”) at any time on or before September 30, 2027, a reverse stock split of the Company’s common stock at a ratio to be determined by the Board within a range of 1-for-5 to 1-for-20 (or any number in between), without reducing the authorized number of shares of common stock and without further approval or authorization of our stockholders.FOR12-22
(5) Approval of an amendment and restatement of the Company’s Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,165,000 shares and make certain other clarifying changes.FOR23-35
(6) Approval, in accordance with Nasdaq Listing Rule 5635(d) and as required under the terms of the Company’s July 2026 private placement transaction, of (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.FOR36-37

Current Corporate Governance Summary Facts

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serve our stockholders well and maintain our integrity in the marketplace. The following table summarizes some of the key elements of our current corporate governance framework:

Size of Board5
Number of Independent Directors4
Lead Independent DirectorYes
Review Board and Board Committee Independence and QualificationsAnnual
Board Self-EvaluationPeriodic
Hold Executive SessionsYes
Diverse Board (as to background, experience and skills)Yes
Board has Adopted Corporate Governance GuidelinesYes
Board has Not Amended Charters or Taken Actions to Reduce Stockholder RightsTrue

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Director Meeting Attendance Above 75%Yes
Stock Ownership GuidelinesYes
No Family Relationships Among Officers and DirectorsTrue
All Audit, Compensation, and Nominating and Corporate Governance Committee Chairs and Members Qualify as Independent DirectorsYes
Plurality Plus Standard in Director ElectionsYes

Summary of Compensation Best Practices

Our Board established a Compensation Committee of the Board (the “Compensation Committee”) comprised of three independent directors in accordance with the rules and regulations established by the Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market. Our Board has delegated to the Compensation Committee the authority to establish the Company’s executive compensation program and to approve all compensation received by the Company’s executive officers and the other members of its management team. Since October 1, 2020, the Compensation Committee has retained, on an annual basis, Anderson Pay Advisors LLC (“Anderson”) as its independent compensation consultant, to assist it in evaluating the Company’s executive compensation program and selecting an appropriate peer group of comparable companies for purposes of setting executive compensation.

The Compensation Committee periodically reviews best practices in governance and executive compensation. The following is a high-level summary of certain executive compensation practices that the Compensation Committee believes drive Company performance and serve our stockholders’ long-term interests:

Compensation Committee Comprised of At Least Three Independent DirectorsYes
Independent Compensation Consultant RetainedYes
Compensation Committee Members all qualify as “outside directors” and “non-employee directors”True
Compensation Based on Comparison to Peer Group DataYes
All Directors and Officers Subject to Stock Ownership GuidelinesYes
Compensation Committee Performs Compensation Risk AssessmentAnnual
Prohibitions Against all Directors, Officers and Employees Hedging or Pledging StockYes
Incentive Plans Based on Performance MetricsYes
Company Does Not Offer Tax Gross Ups for Severance or Change of ControlYes
Reasonable and Double Trigger Accelerated Vesting Provisions AdoptedYes
No Multi-Year Guaranteed BonusesYes
Stock Option Plan Prohibits Option Repricing and Share RecyclingYes
Company Has Not Repriced Options in Last Three YearsYes
No Executive Employment Agreements with Guaranteed TermsYes
Offer Limited Perquisites to ExecutivesYes
Consider Prior Year’s Advisory Vote regarding Named Executive Officer CompensationYes
Equity Incentive Plans Do Not Contain an “Evergreen” FeatureYes

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.