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

Date of Report (Date of earliest event reported): ~~April~~August 3014, 2025

VivoSim Labs, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-35996	27-1488943
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11555 Sorrento Valley Rd Suite 100
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (858) 224-1000

    

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	VIVS	The Nasdaq Stock Market LLC

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 85.0102 OtherDeparture Eventsof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~August ~~disclosed by VivoSim Labs~~7, ~~Inc. (the “Company”), on February 19,~~ 2025, the ~~Company~~Board ~~received~~of aDirectors ~~written notice from the Listing Qualifications Staff~~ (the “~~Staff~~Board”) of ~~The~~VivoSim ~~Nasdaq Stock Market LLC (“Nasdaq”) indicating that~~Labs, ~~since~~Inc. (the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2024 reported stockholders’ equity of $364,000, and as of February 19, 2025, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer met the requirement to maintain a minimum of $2,500,000 in stockholders’ equity, as set forth in Nasdaq Listing Rule 5550(b)(1) (“~~Rule 5550(b)(1)~~Company”). ~~Prior~~appointed toTony ~~that~~Lialin, onage ~~January 16~~54, ~~2025, the Staff had provided a notice to the Company that the Company had not regained compliance with the requirement to maintain a minimum bid price of $1.00 per share,~~ as ~~set forth in Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”) and was not eligible for a second 180 calendar day compliance period as~~ the Company did not comply with the requirements for initial listing on the Nasdaq Capital Market. The notice further indicated that, unless the Company timely requested a hearing before a Hearings Panel (the “Hearings Panel”), the Company’s ~~common~~Chief ~~stock~~Commercial ~~would be subject to delisting. The Company timely requested a hearing before the Hearings Panel and presented its plan for compliance to the Hearings Panel on February 27~~Officer, ~~2025.~~effective Onas ~~March~~of ~~27,~~August ~~2025~~11, ~~the Hearings Panel granted the Company an exception until April 15,~~ 2025 ~~to demonstrate compliance with Rule 5550(a)(2) and Rule 5550(b)(1)~~.

OnMr. ~~April~~Lialin ~~30,~~brings ~~2025~~more than two decades of experience turning breakthrough life science platforms into scalable, ~~the~~predictable ~~Company~~revenue. ~~received~~He ahas ~~letter~~built commercial teams from ~~Nasdaq~~the ~~notifying~~ground up, forged strategic pharma partnerships, and helped scale multiple businesses that were later acquired by leading industry players. Prior to joining the Company, ~~that~~Mr. itLialin ~~has~~had ~~demonstrated~~served ~~compliance~~as ~~with~~Chief ~~Rule~~Commercial ~~5550(a)(2)~~Officer ~~and~~of ~~Rule~~DPBIO. ~~5550(b)(1)~~From April 2025 to June 2025, he served as ~~required~~Vice byPresident ~~the~~Business ~~Hearing~~Development ~~Panel’s~~of ~~March~~Seonix 27Bio and from April 2022 to April 2024, ~~2025~~he ~~decision. The~~served ~~Company~~as ~~will~~Vice bePresident ~~subject~~Sales & Consumer Success of ONI. From March 2020 to aApril ~~Mandatory~~2022, ~~Panel~~Mr. ~~Monitor~~Lialin ~~for~~served aas ~~period~~Chief Commercial Officer of ~~one~~Invivoscribe, ~~year~~Inc. ~~from~~At the ~~date~~Company, he will lead go-to-market strategy, partnerships, and the expansion of the ~~April~~company’s ~~30,~~San ~~2025~~Diego-based ~~letter~~services ~~pursuant~~that combine organ-specific 3D models with AI-driven analytics to ~~Nasdaq~~deliver ~~Listing~~decision-ready ~~Rule~~insights ~~5815(d)(4)(B)~~earlier in development.

~~Forward~~In connection with his appointment, on July 25, 2025, Mr. Lialin and the Company entered into an offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Lialin’s initial annualized salary is $360,000 and he received a sign-~~Looking~~on ~~Statements~~bonus of $10,000. Additionally, Mr. Lialin will be eligible to participate in the Company’s bonus plan with a target incentive of up to 40% of his base salary. His salary and performance bonus percentage may be increased in the future at the discretion of the Compensation Committee of the Board. Mr. Lianlin’s employment is on an “at-will” basis.

~~Except~~In ~~for~~connection ~~the~~with ~~factual~~his ~~statements made herein~~appointment, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and ~~assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events,~~ as ~~well~~provided asin ~~words such as “believes,” “intends,” “expects,” “plans” and similar expressions, or~~ the ~~use~~Offer ~~of future tense~~Letter, ~~identify~~on ~~forward-looking~~August ~~statements~~11, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example2025, ~~there can be no assurance that~~ the Company ~~will~~granted ~~continue~~Mr. toLialin ~~maintain~~an ~~compliance~~option ~~with~~pursuant ~~applicable~~to ~~Nasdaq~~its ~~continued~~Amended ~~listing~~& ~~requirements.~~Restated ~~Reference~~2022 isEquity ~~also~~Incentive ~~made~~Plan to ~~other~~purchase ~~factors~~40,000 ~~detailed~~shares ~~from~~of ~~time to time in~~ the Company’s ~~periodic~~common ~~reports~~stock ~~filed with~~ (the ~~Securities and Exchange Commission~~“Option”), ~~including~~which ~~the~~option ~~Company’s~~will ~~most~~vest ~~recent~~over ~~Annual~~four ~~Report~~years, onwith ~~Form~~25% ~~10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as~~ of the ~~date~~total number of ~~this~~shares ~~Current~~subject ~~Report~~to ~~on Form 8-K and~~ the ~~Company~~Option ~~assumes~~vesting noon ~~obligation~~August ~~to publicly update any forward-looking statements to reflect changes in information~~11, ~~events~~2026 orand ~~circumstances after~~ the ~~date~~balance ofvesting ~~this~~in ~~Current~~12 ~~Report~~equal onquarterly ~~Form 8-K, unless required by law.~~

installments thereafter, subject to Mr. Lialin’s continued service to the Company on each applicable vesting date.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There are no transactions between Mr. Lialin and the Company that would be reportable under Item 404(a) of Regulation S-K. There also are no family relationships between Mr. Lialin and any director or executive officer of the Company. Mr. Lialin was not selected to serve as the Company’s Chief Commercial Officer pursuant to any arrangement or understanding with any person. The Company has also entered into the Company’s standard form Indemnity Agreement with Mr. Lialin.

Item 7.01 Regulation FD Disclosure.

On August 14, 2025, the Company issued a press release announcing that it has appointed Tony Lialin as its Chief Commercial Officer. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description	~~Description~~
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
10.1	Offer Letter, dated July 25, 2025, between VivoSim Labs, Inc. and Tony Lialin.
99.1	Press Release dated August 14, 2025.
104	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.

			VIVOSIM LABS, INC.
			VivoSim Labs, Inc.
Date:	~~May~~August 614, 2025	By:	/s/ Keith Murphy
			Name: Keith MurphyTitle: Executive Chairman

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