Form 8-K VivoSim Labs, INC. For: Aug 06

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

VivoSim Labs, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 2.02 Results of Operations and Financial Condition.

On August 6, 2026, VivoSim Labs, Inc., a Delaware corporation (the “Company”), issued a press release announcing, among other things, that (i) the Listing Qualifications Staff of The Nasdaq Stock Market LLC notified the Company that the Staff has determined that the Company currently complies with Nasdaq Listing Rule 5550(b)(1), which requires registrants to maintain a minimum stockholders’ equity balance of $2.5 million, (ii) the Company’s preliminary cash on hand as of August 3, 2026 was approximately $10.1 million, and (iii) the Company anticipates 500%+ revenue growth in its fiscal year 2027. This information, as well as a copy of the press release, which is furnished herewith as Exhibit 99.1, is incorporated by reference herein. The preliminary financial information presented in the press release reflects the Company’s current estimates based on information available as of the date hereof and has been prepared by the Company’s management and could be impacted by the effects of financial closing procedures, final adjustments and other developments.

The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is being furnished 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.

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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.