UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): March 31, 2026~~REPORT

~~VivoSim~~Pursuant ~~Labs,~~to ~~Inc.~~Section 13 or 15(d)

~~(Exact name~~ of ~~Registrant~~the asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

Delaware	001-35996	27-1488943
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
11555 Sorrento Valley RdSuite 100
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): July 16, 2026

~~Registrant’s~~ ~~Telephone~~VIVOSIM ~~Number~~LABS, ~~Including~~INC. ~~Area Code: (858) 224-1000~~

(~~Former~~Exact ~~Name~~name orof ~~Former~~registrant ~~Address,~~as ifspecified ~~Changed~~in ~~Since~~its ~~Last Report~~charter)

~~Check~~Commission ~~the~~File ~~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~~Number: 001-35996

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

Delaware

27-1488943

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

~~☐Soliciting~~11555 ~~material~~Sorrento ~~pursuant~~Valley toRoad, ~~Rule~~Suite ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~100

~~☐Pre-commencement~~San ~~communications~~Diego, ~~pursuant~~CA ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~92121

~~☐Pre-commencement communications pursuant to Rule 13e-4~~(c)Address ~~under~~of ~~the~~principal ~~Exchange~~executive ~~Act~~offices, ~~(17~~including ~~CFR~~zip ~~240.13e-4(c~~code))

~~Securities registered pursuant to Section 12~~(b858) ~~of the Act:~~224-1000

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

(Registrant’s telephone number, including area code)

~~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~~Former ofName ~~this chapter)~~ or ~~Rule~~Former ~~12b-2~~Address, ofif ~~the~~Changed ~~Securities~~Since ~~Exchange~~Last ~~Act of 1934 (§ 240.12b-2 of this chapter~~Report).

~~Emerging~~Check ~~growth~~the ~~company~~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 (see General Instruction A.2. below):

If☐ anWritten ~~emerging~~communications ~~growth~~pursuant ~~company,~~to ~~indicate~~Rule by425 ~~check~~under ~~mark if~~ the ~~registrant~~Securities ~~has~~Act ~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13~~(a)17 ofCFR ~~the Exchange Act~~230. ☐425)

~~Item~~☐ ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

On☐ ~~March~~Pre-commencement ~~31,~~communications ~~2026,~~pursuant ~~VivoSim~~to ~~Labs,~~Rule ~~Inc.~~ 14d-2(~~the “Company”~~b) ~~priced~~under ~~a best efforts public offering (~~the ~~“Offering”)~~Exchange ofAct ~~up to 3,508,772 shares of its common stock, par value $0.001 per share~~ (~~“Common~~17 ~~Stock”),~~CFR ~~or up to 3,508,772 pre~~240.14d-~~funded warrants to purchase up to an aggregate of 3,508,772 shares of Common Stock in lieu thereof~~ 2(~~“Pre-Funded Warrants”~~b)~~, together with an aggregate of up to 5,263,159 accompanying common warrants (“Common Warrants”~~) to purchase up to 5,263,159 shares of Common Stock, with each share of Common Stock being sold together with 1.5 Common Warrants to purchase one share of Common Stock and each Pre-Funded Warrant to purchase one share of Common Stock being sold together with 1.5 Common Warrants to purchase one share of Common Stock.

~~The~~☐ ~~Offering~~Pre-commencement iscommunications ~~comprised~~pursuant ofto ~~two~~Rule ~~tranches~~ 13e-4(~~each, a “Tranche”~~c). Atunder the ~~closing~~Exchange ofAct ~~the initial tranche~~ (~~the~~17 ~~“Initial~~CFR Tranche”) that occurred on April 1, 2026 (the “Initial Tranche Closing”), the Company issued and sold: (i) an aggregate of 286,557 shares of Common Stock, together with an aggregate of 429,836 accompanying Common Warrants to purchase up to an aggregate of 429,836 shares of Common Stock, at a combined public offering price of $1240.~~14 per share of Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock, and~~ 13e-4(iic) an aggregate of 2,345,022 Pre-Funded Warrants to purchase up to an aggregate of 2,345,022 shares of Common Stock, together with an aggregate of 3,517,533 accompanying Common Warrants to purchase up to an aggregate of 3,517,533 shares of Common Stock, at a combined public offering price of $1.139 per Pre-Funded Warrant and accompanying 1.5 Common Warrants to purchase one share of Common Stock. Each Common Warrant issued in the Initial Tranche has an exercise price of $1.71 per share of Common Stock.)

~~Pursuant~~Securities toregistered ~~the~~pursuant ~~second tranche (the “Second Tranche”), if any, purchasers in the Initial Tranche may purchase shares of Common Stock, or Pre-Funded Warrants in lieu thereof, and accompanying 1.5 Common Warrants~~ to purchase one share of Common Stock for each share of Common Stock or Pre-Funded Warrant purchased, for an aggregate purchase price of up to $1,000,000 on the 30th day following the Initial Tranche Closing Section 12(~~the “Second Tranche Closing Date”~~b), ~~subject to the satisfaction~~ of ~~certain conditions, including that (i)~~ the closing price of the Common Stock on the trading day immediately before the Second Tranche Closing Date must be at least equal to $1.43 (the closing price of the Common Stock on the trading day immediately prior to the day of the Initial Tranche Closing) and (ii) the average daily trading volume of the Common Stock during the ten (10) consecutive trading days immediately prior to the Second Tranche Closing Date must be at least $100,000. In the Second Tranche, if any, the combined purchase price per share of Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock will be equal to or greater than $1.14, and the combined purchase price per Pre-Funded Warrant and accompanying 1.5 Common Warrants to purchase one share of Common Stock will be equal to or greater than $1.139. In the Second Tranche, each Common Warrant will have an exercise priceAct: (i) equal to 120% of the applicable combined public offering price per share of Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock for the Second Tranche, and (ii) in any event of not less than $1.71 per share of Common Stock.

The Common Warrants are immediately exercisable, expire on the fifth anniversary of the original issuance date and have price protection against subsequent dilutive issuances of shares of Common Stock, options, warrants and convertible securities, subject to a $0.01 per share of Common Stock floor, as further described in the Common Warrants. At any time after the Initial Tranche Closing, the holders of the Common Warrants may exchange the Common Warrants on a cashless basis for a number of shares of Common Stock determined by multiplying the total number of shares of Common Stock with respect to which the Common Warrant is then being exercised by the Black Scholes Value (as defined in the Common Warrant) divided by the lower of the two closing bid prices of the Common Stock in the two days prior to the time of such exercise, but in any event not less than $0.01. Under this cashless exercise provision, the number of shares of Common Stock the Company may be required to issue upon a cashless exercise may be significantly greater than the number of shares for which the Common Warrants would otherwise be exercisable.

(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

InIndicate ~~the~~by ~~Offering,~~check ~~the~~mark ~~Company~~whether ~~offered~~the toregistrant ~~any~~is ~~purchaser~~an ~~whose~~emerging ~~purchase~~growth ofcompany ~~shares~~as ofdefined ~~Common Stock~~ in ~~the~~Rule ~~Offering~~405 ~~would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% (or, at the election~~ of the ~~purchaser,~~Securities ~~4.99%)~~Act of ~~the~~1933 outstanding Common Stock immediately following the consummation of the Offering, the opportunity to purchase Pre-Funded Warrants, in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 9.99% (~~or,~~17 atCFR ~~the election of the purchaser, 4~~§230.~~99%~~405) ofor ~~the~~Rule ~~outstanding Common Stock. The combined public offering price of each Pre~~12b-~~Funded~~2 ~~Warrant to purchase one share~~ of ~~Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock is equal to~~ the ~~applicable~~Securities ~~price~~Exchange atAct ~~which one share~~ of ~~Common~~1934 ~~Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock is sold to the public in the applicable Tranche of the Offering, minus $0.001~~ (~~for~~17 ~~the~~CFR ~~Pre-Funded Warrants issued in the Initial Tranche, $1~~§240.~~139 per Pre~~12b-~~Funded Warrant and accompanying 1.5 Common Warrants to purchase one share of Common Stock~~2)~~, and the exercise price of each Pre-Funded Warrant is $0~~.~~001~~ ~~per~~Emerging ~~share.~~growth The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Pre-Funded Warrant may be exercised, in cash or, if there is no effective registration statement permitting the issuance or resale of the shares issuable upon exercise of the Pre-Funded Warrant, by a cashless exercise at the election of the holder at any time following the date of issuance and from time to time thereafter until the Pre-Funded Warrants are exercised in full.company ☐

InIf ~~connection~~an ~~with~~emerging ~~the~~growth ~~Offering~~company, ~~the~~indicate ~~Company~~by ~~entered~~check ~~into~~mark aif ~~Securities Purchase Agreement (~~the ~~“Purchase~~registrant ~~Agreement”)~~has onelected ~~March~~not ~~31,~~to ~~2026,~~use the ~~form~~extended oftransition ~~which~~period isfor ~~filed~~complying aswith ~~Exhibit~~any ~~10.1,~~new ~~and~~or ~~which~~revised ~~contains~~financial ~~customary~~accounting ~~representations~~standards ~~and~~provided ~~warranties~~pursuant ~~and~~to ~~agreements~~Section 13(a) of ~~each party thereto and customary indemnification rights and obligations of~~ the ~~parties~~Exchange Act. ☐

InItem ~~connection~~1.01 ~~with~~Entry ~~the Offering, the Company entered~~ into a ~~Placement~~Material ~~Agency~~Definitive Agreement ~~(the “Placement Agency Agreement”) on March 31, 2026, with Joseph Gunnar & Co~~., LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company agreed to pay the Placement Agent (i) a cash fee of 7.5% of the aggregate gross proceeds raised in the Offering and (ii) up to 175,439 placement agent warrants (the “Placement Agent Warrants”) to purchase up to 175,439 shares of Common Stock at an exercise price equal to 125% of the applicable combined public offering price per share of Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock for the applicable Tranche. Upon the Initial Tranche Closing, the Company issued 131,579 Placement Agent Warrants to purchase up to 131,579 shares of Common Stock with an exercise price of $1.425 per share of Common Stock. In connection with the Second Tranche, if any, the Company will issue Placement Agent Warrants representing five percent (5%) of the shares of Common Stock and/or Pre-Funded Warrants in the Second Tranche, or up to 43,860 Placement Agent Warrants to purchase up to 43,860 shares of Common Stock, and such Placement Agent Warrants will have an exercise price (i) equal to 125% of the applicable combined public offering price per share of Common Stock and accompanying 1.5 Common Warrants to purchase one share of Common Stock for the Second Tranche and (ii) in any event of not less than $1.425 per share of Common Stock.

~~The~~Securities ~~representations, warranties and covenants contained in the~~ Purchase Agreement, ~~the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants~~ and ~~the Placement Agent~~ Warrants were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants, respectively, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

~~The~~On ~~shares~~July 16, of2026, ~~Common~~VivoSim ~~Stock~~Labs, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited institutional investor (the “Purchaser”), pursuant to which, among other things, the Company agreed to issue and sell to the Purchaser, in a private placement transaction (the “Private Placement”), (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 4,705,883 shares of the Company’s common stock, par value $0.001 per share (the “Common ~~Warrants~~Stock”), and ~~the~~(ii) accompanying ~~Placement~~warrants ~~Agent~~to ~~Warrants~~purchase ~~described~~up ~~above~~to ~~and~~an ~~the~~aggregate of 4,705,883 shares of Common Stock ~~underlying~~(the “Common Warrants”, and collectively with the Pre-Funded Warrants, the ~~Common~~ “Warrants”), ~~and~~at the ~~Placement~~combined ~~Agent~~purchase ~~Warrants~~price ~~were~~of ~~offered~~$0.85 ~~pursuant~~per share of Common Stock subject to the ~~Registration~~Pre-Funded ~~Statement~~Warrants onand ~~Form~~accompanying ~~S-1~~Common Warrant, asfor ~~amended~~gross ~~(File~~proceeds ~~No.~~of ~~333-294716)~~approximately $4.0 million, ~~which~~before ~~was~~deducting ~~declared~~placement ~~effective~~agent byfees and other offering expenses. The closing of the ~~Securities~~Private ~~and~~Placement ~~Exchange~~is ~~Commission~~expected to occur on ~~March~~or 31about July 17, 2026. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes.

The ~~Company~~Purchase ~~received~~Agreement ~~net~~contains ~~proceeds~~customary ofrepresentations, ~~approximately~~warranties ~~$2.5~~and ~~million~~agreements ~~from~~of the Company and the Purchaser, customary conditions to closing, indemnification obligations of the ~~Initial Tranche~~Company, ~~after~~other ~~deducting~~obligations of the ~~estimated~~parties ~~offering~~and ~~expenses~~termination ~~payable~~provisions. byIn addition, the Company has agreed, ~~including~~subject ~~the~~to ~~Placement~~certain ~~Agent~~exceptions, ~~fees.~~not ~~The~~to ~~Company~~enter ~~intends~~into any agreement to ~~use~~issue or announce the ~~net~~issuance ~~proceeds~~or ~~from~~proposed ~~the~~issuance ~~Offering~~of ~~for~~any ~~working~~Common ~~capital~~Stock ~~and~~or ~~general~~Common ~~corporate~~Stock ~~purposes,~~equivalents ~~which~~from ~~could~~the ~~include~~date ~~capital~~of ~~expenditures,~~the ~~research~~Purchase ~~and~~Agreement ~~development~~until ~~expenditures,~~60 ~~regulatory~~days ~~affairs~~after ~~expenditures,~~the ~~legal~~date ~~expenditures,~~the ~~including~~registration ~~intellectual~~statement covering ~~property~~the ~~protection~~resale ~~and~~by ~~maintenance~~the ~~expenditures,~~Purchaser ~~acquisitions~~of the shares of ~~new~~Common ~~technologies~~Stock ~~and~~issuable ~~investments~~upon ~~and~~exercise ~~business~~of ~~combinations~~the Warrants (the “Warrant Shares”) is declared effective.

~~The~~Each ~~foregoing summaries of the form of Purchase Agreement, the Placement Agency Agreement, the~~ Pre-Funded Warrant, ~~the~~has ~~Common~~an ~~Warrant~~exercise ~~and~~price ~~the~~of ~~Placement~~$0.001 ~~Agent~~per ~~Warrant~~share doof ~~not~~Common ~~purport~~Stock, subject to beadjustment ~~complete~~for ~~and~~stock ~~are~~splits, ~~subject~~reverse tostock splits, ~~and~~stock ~~qualified~~dividends inand ~~their~~similar ~~entirety by~~transactions, ~~the~~is ~~forms~~exercisable ofimmediately ~~such~~upon ~~documents~~issuance and ~~attached~~will ~~hereto~~survive asuntil ~~Exhibits~~it ~~10.2,~~is ~~10.1,~~exercised ~~4.1,~~in 4full.2 ~~and~~Each ~~4.3,~~Pre-Funded ~~respectively,~~Warrant towill ~~this~~be ~~Current~~exercisable ~~Report~~ on ~~Form~~a ~~8-K,~~cash ~~which~~or ~~are~~cashless ~~incorporated~~exercise ~~by reference~~basis.

~~The~~Each ~~representations, warranties and covenants contained in the Purchase Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the~~ Common ~~Warrants~~Warrant ~~and~~has ~~the~~an ~~Placement~~exercise ~~Agent~~price ~~Warrants were made only for purposes~~ of ~~such~~$0.85 ~~agreements~~per ~~and~~share as of ~~specific~~Common ~~dates~~Stock, ~~were~~subject ~~solely for the benefit of the parties~~ to ~~the~~adjustment ~~Purchase~~for ~~Agreement,~~stock ~~the Placement Agency Agreement~~splits, ~~the~~reverse ~~Pre-Funded~~stock ~~Warrants~~splits, ~~the~~stock ~~Common~~dividends ~~Warrants~~ and ~~the~~similar ~~Placement Agent Warrants~~transactions, ~~respectively,~~will ~~and may~~ be ~~subject~~exercisable toat ~~limitations~~any ~~agreed~~time ~~upon~~on byor ~~the~~after ~~contracting parties. Accordingly,~~ the ~~Purchase~~date ~~Agreement,~~ the ~~Placement~~Company ~~Agency~~obtains ~~Agreement,~~stockholder ~~the~~approval ~~Pre-Funded~~with ~~Warrants,~~respect to the Common Warrants, ~~and~~for ~~the~~a ~~Placement~~period ~~Agent~~of ~~Warrants~~five ~~are~~years ~~incorporated~~thereafter. ~~herein~~Each byCommon ~~reference~~Warrant ~~only~~is toexercisable ~~provide~~on ~~investors~~a ~~with~~cash ~~information~~basis ~~regarding~~unless, at the ~~terms~~time of ~~the~~such ~~Purchase Agreement~~exercise, the ~~Placement~~Warrant ~~Agency~~Shares ~~Agreement,~~underlying ~~the~~such ~~Pre-Funded Warrants, the~~ Common ~~Warrants~~Warrant ~~and~~cannot ~~the~~be ~~Placement~~immediately ~~Agent~~resold ~~Warrants,~~pursuant ~~and not~~ to ~~provide~~an ~~investors~~effective ~~with~~registration ~~any other factual information regarding the Company or its business~~statement, ~~and should be read~~ in ~~conjunction~~which ~~with~~case ~~the~~such ~~disclosures~~Common inWarrant ~~the~~will ~~Company’s~~also ~~periodic~~be ~~reports~~exercisable ~~and~~on ~~other~~a ~~filings~~cashless ~~with~~exercise ~~the Securities and Exchange Commission~~basis.

~~All~~Under ~~share~~the terms of the Warrants, the Company may not effect the exercise of any such Warrant, and ~~per~~a ~~share~~holder ~~amounts~~will ~~described~~not inbe ~~this~~entitled ~~Item~~to ~~1.01~~exercise ~~are~~any ~~subject~~portion of any such Warrant, if, upon giving effect to ~~adjustment~~such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% for ~~stock~~the ~~dividends~~Pre-Funded Warrants, ~~subdivisions~~or 4.99% for the Common Warrants, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Warrant, which percentage may be increased or ~~combinations~~decreased ~~and~~at the ~~like~~holder’s election upon 61 days’ notice to the Company, subject to the terms of such Warrants, provided that such percentage may in no event exceed 9.99%.

~~Item~~Placement ~~8.01~~Agency ~~Other~~Agreement ~~Events.~~

~~The~~In ~~Company~~connection ~~issued~~with athe ~~press~~Private ~~release~~Placement, ~~announcing~~on July 16, 2026, the ~~pricing~~Company ofalso entered into a placement agency agreement (the ~~Offering~~“Placement onAgency ~~April~~Agreement”) 1,with ~~2026~~A.G.P./Alliance AGlobal ~~copy~~Partners of(the “Placement Agent”). Pursuant to the ~~press~~Placement ~~release~~Agency isAgreement, ~~attached~~the ~~hereto~~Company asagreed ~~Exhibit~~to ~~99.1~~pay ~~and~~to isthe ~~incorporated~~Placement byAgent ~~reference~~a ~~into~~cash ~~this~~fee ~~Item~~equal 8to 6.0150% of ~~this~~the ~~Current~~gross ~~Report~~proceeds onof ~~Form~~the ~~8-K~~Private Placement.

~~Item~~Armistice ~~9.01~~Warrant ~~Financial~~Amendment ~~Statements and Exhibits.~~

In connection with the Private Placement, on July 16, 2026, the Company also entered into an amendment (dthe “Armistice Warrant Amendment”) ~~Exhibits~~to those certain Common Stock Purchase Warrants, each dated May 13, 2024, issued by the Company to Armistice Capital Master Fund Ltd. (the “Armistice Warrants”), to, among other things, amend the date of termination and the exercise price of the Armistice Warrants to be 5 years after the date the Company obtains stockholder approval with respect to the Armistice Warrants and underlying shares of Common Stock and $0.85 per share of Common Stock, respectively, and amend certain provisions relating to the treatment of the warrants upon a Fundamental Transaction (as defined in the Armistice Warrants).

Number		Description
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-294716) filed with the Securities and Exchange Commission on March 27, 2026).
4.2		Form of Common Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-294716) filed with the Securities and Exchange Commission on March 27, 2026).
4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No. 333-294716) filed with the Securities and Exchange Commission on March 27, 2026).
10.1		Placement Agency Agreement, dated March 31, 2026, between the Company and Joseph Gunnar & Co., LLC (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-1 (File No. 333-294716) filed with the Securities and Exchange Commission on March 27, 2026).
10.2		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-294716) filed with the Securities and Exchange Commission on March 27, 2026).
99.1		Press Release, dated April 1, 2026.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

The foregoing summaries of the Purchase Agreement, the form of Pre-Funded Warrant, the form of Common Warrant, the Placement Agency Agreement and the Armistice Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the Purchase Agreement, the form of Pre-Funded Warrant, the form of Common Warrant, the Placement Agency Agreement and the Armistice Warrant Amendment, which are filed herewith as Exhibits 10.1, 4.1, 4.2, 10.2 and 4.3, respectively.

~~SIGNATURES~~The representations, warranties and covenants contained in the Purchase Agreement, the Warrants, the Placement Agency Agreement and the Armistice Warrant Amendment were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the contracting parties, and may be subject to limitations agreed upon by the contracting parties and are qualified by certain disclosures exchanged by the parties in connection with the Private Placement. Accordingly, the Purchase Agreement, the Warrants, the Placement Agency Agreement and the Armistice Warrant Amendment are incorporated herein by reference only to provide investors with information regarding the terms thereof, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).

~~Pursuant~~This Current Report on Form 8-K does not constitute an offer to sell, or the ~~requirements~~solicitation of ~~the~~an ~~Securities~~offer ~~Exchange~~to ~~Act~~buy, nor shall there be any sale of ~~1934,~~these ~~the~~securities ~~registrant~~in ~~has~~any ~~duly~~state ~~caused~~or ~~this~~jurisdiction ~~report~~in towhich such offer, solicitation or sale would be ~~signed~~unlawful onprior ~~its~~to ~~behalf~~the byregistration or qualification under the ~~undersigned~~securities ~~hereunto~~laws ~~duly~~of ~~authorized~~any such state or jurisdiction.

			VivoSim Labs, Inc.
Date:	April 3, 2026	By:	/s/ Norman Staskey
			Name: Norman StaskeyTitle: Chief Finacial Officer

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the expected use of the proceeds from the Private Placement. The risks and uncertainties involved include the Company’s financial position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

Item 3.02.

Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Current Report are incorporated by reference into this Item 3.02.

Item 8.01.

Other Events.

On July 16, 2026, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Number		Description

4.1		Form of Pre-Funded Warrant to Purchase Shares of Common Stock.

4.2		Form of Common Stock Purchase Warrant to Purchase Shares of Common Stock.

4.3		Amendment to Common Stock Purchase Warrants, dated July 16, 2026, between the Company and Armistice Capital Master Fund Ltd.

10.1		Securities Purchase Agreement, dated July 16, 2026, between the Company and the purchaser identified on the signature page thereto.

10.2		Placement Agency Agreement, dated July 16, 2026, between the Company and A.G.P./Alliance Global Partners.

99.1		Press Release, dated July 16, 2026.

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.

Date: July 17, 2026

/s/ Norman Staskey

Norman Staskey

Chief Financial Officer

Filing Compare · VivoSim Labs, INC.