VivoSim Labs, Inc.: annual meeting approves plan to add 3,165,000 shares

What happened

• VivoSim Labs, Inc. filed an 8-K reporting the results of its Sep 30, 2026 annual meeting of stockholders. At the Annual Meeting, stockholders approved the amendment and restatement of the VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved for issuance by 3,165,000 shares; the Amended and Restated Plan became effective immediately upon stockholder approval. Stockholders elected Keith Murphy and Adam Stern as Class III directors, each to hold office until the 2029 annual meeting.

Key details

• Shares outstanding and quorum: 16,586,495 shares of common stock were outstanding as of the Aug 13, 2026 record date; 6,180,635 shares, or 37.26%, were represented at the Annual Meeting.
• Director election vote totals: Keith Murphy — For 2,070,729; Withheld 378,272; Broker non-votes 3,731,634. Adam Stern — For 2,069,436; Withheld 379,565; Broker non-votes 3,731,634.
• Other voting results:
  • Ratification of auditors (Rosenberg Rich Baker Berman P.A.): For 5,343,651; Against 432,612; Abstentions 404,372; approval 92.51% of votes cast.
  • Advisory vote on named executive officer compensation: For 1,719,609; Against 533,207; Abstentions 196,185; Broker non-votes 3,731,634; approval 76.33% of votes cast.
  • Approval to permit a reverse stock split (1-for-5 to 1-for-20, at board discretion): For 4,442,521; Against 1,550,392; Abstentions 187,722; approval 74.12% of votes cast.
  • Amendment and restatement of 2022 equity incentive plan to increase shares: For 1,644,915; Against 623,037; Abstentions 181,049; Broker non-votes 3,731,634; approval 72.52% of votes cast.
  • Approvals relating to private placement (issuance of 4,705,883 shares on exercise of certain warrants and reduction of certain warrant exercise price from $9.60 to $0.85): For 1,730,617; Against 491,629; Abstentions 226,755; Broker non-votes 3,731,634; approval 77.87% of votes cast.

Why it may matter

• The filing reports Item 5.02 (departure of directors or certain officers; election of directors) and Item 5.07 (submission of matters to a vote of security holders), which cover the director elections and the voting results on auditor ratification, executive compensation advisory vote, potential reverse stock split authorization, the equity incentive plan amendment, and approvals required under a July 2026 private placement. The filing does not show why the insider traded or why the company acted.