Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 20, 2026, VivoSim Labs, Inc., a Delaware corporation (the "Company"), received a written notice (the "Notice") from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, since the Company's Annual Report on Form 10-K for the period ended March 31, 2026, reported stockholders' equity of $(1,099,000), and as of July 20, 2026, 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)").

The Company has 45 calendar days from July 20, 2026, or until September 3, 2026, to submit to Nasdaq a plan to regain compliance with Rule 5550(b)(1). If Nasdaq accepts the Company's plan, Nasdaq may grant an extension of up to 180 calendar days from July 20, 2026, or until January 16, 2027, to regain compliance. If Nasdaq does not accept the Company's plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.

Although the Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Rule 5550(b)(1), as of the date of this filing, the Company's stockholders' equity is in excess of $2.5 million, as a result of certain transactions described below in Item 8.01. There can be no assurance that Nasdaq will accept the Company's plan or that the Company will be able to maintain compliance with Rule 5550(b)(1) or maintain compliance with any other Nasdaq requirement in the future.

The Notice has no immediate effect on the listing or trading of the Company's common stock and the Company's common stock continues to be listed on the Nasdaq Capital Market under the symbol "VIVS."

Item 8.01 Other Information.

As previously disclosed its Annual Report on Form 10-K for the year ended March 31, 2026, filed by the Company with the Securities and Exchange Commission (the "SEC") on July 14, 2026 (the "Form 10-K"), in July 2026, the Company received a milestone payment of $5.0 million from Eli Lilly and Company upon the achievement of a certain development milestone related to the sale of its FXR Asset in March 2025.

As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on July 17, 2026, the Company entered into a Securities Purchase Agreement, dated July 16, 2026 (the "Purchase Agreement"), with an accredited institutional investor (the "Purchaser"), pursuant to which, among other things, the Company issued and sold to the Purchaser, in a private placement transaction that closed on July 17, 2026, (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 Stock"), and (ii) accompanying warrants to purchase up to an aggregate of 4,705,883 shares of Common Stock (the "Common Warrants"), at the combined purchase price of $0.85 per share of Common Stock subject to the Pre-Funded Warrants and accompanying Common Warrant, for gross proceeds to the Company of approximately $4.0 million, before deducting placement agent fees and other offering expenses.

In the Form 10-K, the Company reported a common stock warrant liability of approximately $5.7 million associated with certain common stock warrants that the Company issued in connection with a public offering that closed on April 1, 2026 (the "2026 Common Warrants"). Between July 15, 2026 and July 17, 2026, approximately 3,370,827 of the 3,947,369 Common Warrants were exercised for an aggregate of 6,820,000 shares of Common Stock, resulting in an increase to stockholders' equity of approximately $5.1 million.

As a result of the transactions described above in this Item 8.01, as of the date of this filing, the Company's stockholders' equity is in excess of $2.5 million. As of the date of this filing, the Company has 12,057,789 shares of Common Stock outstanding.