VivoSim Sets Virtual Annual Meeting, Board Seeks Director Re-election

TL;DR

**VIVS's virtual annual meeting is a routine governance check, but pay-frequency vote is a chance for shareholders to demand more accountability.**

AI Summary

VivoSim Labs, Inc. (VIVS) is holding its 2025 Annual Meeting of Stockholders virtually on December 16, 2025, at 9:00 a.m. Pacific Daylight Time. Stockholders will vote on four key proposals, including the election of Douglas Jay Cohen and David Gobel as Class II directors until the 2028 Annual Meeting. The Board also seeks ratification of Rosenberg Rich Baker Berman P.A. as its independent registered public accounting firm for the fiscal year ending March 31, 2026. Additionally, stockholders will cast advisory votes on named executive officer compensation and the frequency of future 'say-on-pay' votes, with the Board recommending 'ONE YEAR'. The company emphasizes strong corporate governance, including a five-member Board with four independent directors, annual compensation risk assessments, and prohibitions against hedging or pledging stock by directors, officers, and employees. As of October 17, 2025, VivoSim had 2,607,962 shares of common stock outstanding.

Why It Matters

This DEF 14A filing outlines VivoSim's governance and compensation practices, crucial for investors assessing leadership stability and alignment with shareholder interests. The re-election of Class II directors Douglas Jay Cohen and David Gobel, along with the ratification of the auditor, are standard but important votes for operational continuity. The advisory votes on executive compensation and its frequency provide a direct channel for shareholders to influence VIVS's compensation philosophy, potentially impacting executive motivation and long-term company performance. Strong governance, including a majority independent board and robust compensation practices, can enhance investor confidence and differentiate VIVS in a competitive market.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the 2025 Annual Meeting, such as director elections and auditor ratification. There are no indications of significant operational, financial, or strategic risks disclosed within this DEF 14A. The company highlights a robust corporate governance framework, including a Board with 4 out of 5 independent directors and annual compensation risk assessments.

Analyst Insight

Investors should vote FOR the director nominees and auditor ratification to ensure operational stability. Pay close attention to the advisory vote on executive compensation frequency; voting 'ONE YEAR' aligns with best practices for frequent shareholder oversight of executive pay.

Executive Compensation

Key Numbers

• December 16, 2025 — Annual Meeting Date (Date of VivoSim Labs, Inc.'s 2025 Annual Meeting of Stockholders)
• 9:00 a.m. — Annual Meeting Time (Start time for the virtual Annual Meeting (Pacific Daylight Time))
• October 17, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 2,607,962 — Shares Outstanding (Total issued and outstanding shares of common stock as of October 17, 2025)
• 869,321 — Quorum Requirement (Number of shares needed to constitute a quorum (one-third of outstanding shares))
• 5 — Board Size (Total number of directors on VivoSim Labs, Inc.'s Board)
• 4 — Independent Directors (Number of independent directors on the Board, out of 5 total)
• 3 — Compensation Committee Members (Number of independent directors comprising the Compensation Committee)
• March 31, 2026 — Fiscal Year End (Fiscal year for which Rosenberg Rich Baker Berman P.A. is appointed auditor)
• November 3, 2025 — Proxy Mailing Date (Date proxy materials were mailed to stockholders)

Key Players & Entities

• VivoSim Labs, Inc. (company) — Registrant for DEF 14A filing
• VIVS (company) — Ticker symbol for VivoSim Labs, Inc.
• Douglas Jay Cohen (person) — Nominee for Class II director
• David Gobel (person) — Nominee for Class II director
• Rosenberg Rich Baker Berman P.A. (company) — Independent registered public accounting firm
• Keith Murphy (person) — Executive Chairman and Corporate Secretary
• Anderson Pay Advisors LLC (company) — Independent compensation consultant retained by Compensation Committee
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filing
• Nasdaq Capital Market (regulator) — Exchange where VivoSim Labs, Inc. is listed
• Continental Stock Transfer and Trust Company (company) — Transfer agent for VivoSim Labs, Inc.

FAQ

Industry Context

VivoSim Labs operates in the technology sector, likely focusing on simulation or related software/hardware. The competitive landscape is characterized by rapid innovation and the need for specialized expertise. Companies in this space often rely on strong intellectual property and continuous research and development to maintain market position.

Regulatory Implications

As a publicly traded company, VivoSim Labs is subject to SEC regulations, including disclosure requirements for annual meetings and executive compensation. The ratification of the independent auditor is a standard regulatory requirement to ensure financial reporting integrity.

What Investors Should Do

1. Review the proposals for the 2025 Annual Meeting, particularly the election of directors and the ratification of the independent auditor, and vote accordingly.
2. Consider the company's recommendations for the 'Say-on-Pay' vote and the frequency of future advisory votes, aligning with the Board's perspective.
3. Evaluate the company's corporate governance practices, including board independence and compensation policies, to assess alignment with shareholder interests.

Key Dates

• 2025-12-16: Annual Meeting of Stockholders — Stockholders will vote on key proposals, including director elections and auditor ratification.
• 2025-10-17: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-11-03: Proxy Mailing Date — Indicates when stockholders received the official materials for the Annual Meeting.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information provided about VivoSim Labs' upcoming meeting and proposals.)

Say-on-Pay Vote

An advisory shareholder vote on executive compensation. (Stockholders will vote on the compensation of named executive officers and the frequency of future advisory votes.)

Independent Registered Public Accounting Firm

An external auditor that meets specific independence requirements set by regulatory bodies. (The company is seeking ratification of Rosenberg Rich Baker Berman P.A. as its auditor for the fiscal year ending March 31, 2026.)

Class II Directors

A classification of directors on the board, typically serving staggered terms. (Douglas Jay Cohen and David Gobel are proposed for election as Class II directors with terms until the 2028 Annual Meeting.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting and does not provide comparative financial data from a previous year's filing. Key information such as revenue, net income, and margins from prior periods are not detailed within this specific DEF 14A document. The focus is on upcoming corporate actions and governance.

Filing Documents

• vivs-20251103.htm (DEF 14A) — 884KB
• img69967137_0.jpg (GRAPHIC) — 22KB
• img69967137_1.jpg (GRAPHIC) — 5KB
• img69967137_2.jpg (GRAPHIC) — 5KB
• img69967137_3.jpg (GRAPHIC) — 22KB
• img69967137_4.jpg (GRAPHIC) — 382KB
• img69967137_5.jpg (GRAPHIC) — 361KB
• img69967137_6.jpg (GRAPHIC) — 5KB
• img69967137_7.jpg (GRAPHIC) — 1780KB
• img69967137_8.jpg (GRAPHIC) — 841KB
• 0001193125-25-262543.txt ( ) — 10094KB
• vivs-20251103.xsd (EX-101.SCH) — 17KB
• vivs-20251103_htm.xml (XML) — 334KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Recent "Say-on-Pay" Vote 27 Compensation Philosophy and Objectives 27 Use of Market Data and Benchmarking 28 Determination of Executive Compensation 29 Commitment to Good Compensation Governance Practices 29 Components of Executive Compensation 30 Other Benefits 32 Severance Arrangements 32 Potential Payments upon Termination or Change in Control 32 Death or Disability Benefits 32 Summary Compensation Table 33 Outstanding Equity Awards at Fiscal Year End 33

(V) PAY VERSUS PERFORMANCE

ITEM 402(V) PAY VERSUS PERFORMANCE 35 Tabular Disclosure of Pay Versus Performance 35 Narrative Disclosure to Pay Versus Performance Table 37 REPORT OF THE AUDIT COMMITTEE 39 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 40 Intercompany Agreement with Viscient 40 Related Party Transaction Policy and Procedures 40 OTHER MATTERS 41 PROXY SOLICITATION 41 STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING 41 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 41 ANNUAL REPORT ON FORM 10-K 43 vii VIVOSIM LABS, INC. 11555 Sorrento Valley Rd., Suite 100, San Diego, CA 92121 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 16, 2025 This Proxy Statement, along with a proxy card, is being mailed and made available to our stockholders on or about November 3, 2025 GENERAL IN FORMATION We have made these proxy materials available to you in connection with the solicitation by the Board of Directors (the "Board" or "Board of Directors") of VivoSim Labs, Inc. of proxies to be voted at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually on Tuesday, December 16, 2025 at 9:00 a.m. (Pacific Daylight Time) via live webcast by visiting www.virtualshareholdermeeting.com/VIVS2025. References in this Proxy Statement to the "Company," "VivoSim," "we," "our" and "us" are to VivoSim Labs, Inc. and its subsidiaries. Record Date Holders of shares of our common stock, our only class of issued and outstanding voting securities, at the close of business on October 17, 2025 (the "Record Date") are entitled to vote on the proposals presented at the Annual Meeting. As of October 17, 2025, we had 2,607,962 issued and outstanding shares of common stock. Quorum The presence, in person or by proxy, of the holders of at least 869,321 shares of common stock, representing one-third of the outstanding shares of common stock entitled to vote at the virtual Annual Meeting, is necessary to constitu

View Full Filing

View this DEF 14A filing on SEC EDGAR