{"url_path":"/sec/vivs/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1497253/0001193125-26-303316-index.html","accession_number":"0001193125-26-303316","cik":"0001497253","ticker":"VIVS","issuer_name":"VivoSim Labs, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1497253/0001193125-26-303316-index.html","primary_entity_key":"0001497253","primary_entity_name":"VivoSim Labs, INC."},"word_count":1069,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\n\n \n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nThe following tables set forth certain information regarding the beneficial ownership of our common stock as of June 15, 2026 by (i) each of our directors and named executive officers (as disclosed in this Annual Report); (ii) all of our current executive officers and directors as a group; and (iii) each holder of more than 5% of our common stock. Unless otherwise indicated in the table or the footnotes to the following table, each person named in the table has sole voting and investment power and such person’s address is c/o VivoSim Labs, Inc., 11555 Sorrento Valley Rd., Suite 100, San Diego, CA 92121.\n\nWe determined the number of shares of common stock beneficially owned by each person under rules promulgated by the SEC, based on information obtained from Company records and filings with the SEC on or before June 15, 2026. In cases of holders who are not directors or named executive officers, Schedules 13G or 13D filed with the SEC, as applicable (and, consequently, ownership reflected here), often reflect holdings as of a date prior to June 15, 2026. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity had the right to acquire within 60 days of June 15, 2026. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person or entity.\n\nApplicable percentages are based on 3,194,295 shares of common stock outstanding as of June 15, 2026, as adjusted as required by the rules promulgated by the SEC. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of June 15, 2026, or issuable pursuant to restricted stock units that are subject to vesting conditions expected to occur within 60 days of June 15, 2026, to be outstanding and to be beneficially owned by the person holding the stock option or restricted stock units for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.\n\n50\n\n \n\nBeneficial Ownership(1)\n\nName of Beneficial Owner\n\nNumber of Common Shares\n\nPercent of\n\nCommon\n\nShares\n\nDirectors and Named Executive Officers\n\nKeith Murphy\n\n31,187\n\n(2)\n\n*\n\nDouglas Jay Cohen\n\n10,273\n\n(3)\n\n*\n\nAlison Tjosvold Milhous\n\n9,273\n\n(4)\n\n*\n\nAdam Stern\n\n9,273\n\n(4)\n\n*\n\nDavid Gobel\n\n6,007\n\n(5)\n\n*\n\nNorman Staskey\n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nTony Lialin\n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nAmar Sethi\n\n \n\n—\n\n \n\n \n\n \n\n*\n\n \n\nAll current executive officers and directors as a group (8 persons)\n\n \n\n65,179\n\n \n\n(6)\n\n \n\n2.1%\n\n \n\nDirectors and Named Executive Officers\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEsousa Group Holdings LLC\n\n \n\n322,723\n\n \n\n(7)\n\n \n\n9.99%\n\n \n\n______________________\n\n* Less than one percent.\n\n(1)\nBeneficial ownership of shares and percentage ownership are determined in accordance with the rules of the SEC. Unless otherwise indicated and subject to community property laws where applicable, the individuals named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.\n\n(2)\nRepresents 12,092 shares of common stock held by Mr. Murphy and 19,095 shares subject to options that are immediately exercisable or exercisable within 60 days of July 15, 2026.\n\n(3)\nRepresents 5,732 shares of common stock held by Mr. Cohen, 167 shares held by Mr. Cohen’s children and 4,374 shares subject to options that are immediately exercisable or exercisable within 60 days of July 15, 2026.\n\n(4)\nRepresents 4,899 shares of common stock held and 4,374 shares subject to options that are immediately exercisable or exercisable within 60 days of July 15, 2026.\n\n(5)\nRepresents shares subject to options that are immediately exercisable or exercisable within 60 days of July 15, 2026.\n\n(6)\nComprised of shares included under “Directors and Named Executive Officers”.\n\n(7)\nRepresents 286,557 shares of common stock held by Esousa Group Holdings LLC (“Esousa”) and an aggregate of up to 36,166 shares issuable upon exercise of pre-funded warrants to purchase shares of common stock (“Pre-Funded Warrants”) held by Esousa that are currently exercisable. Excludes an aggregate of 1,708,856 shares of common stock issuable upon exercise of the Pre-Funded Warrants and 3,947,369 shares of common stock issuable upon exercise of the common warrants to purchase shares of common stock (“Common Warrants”) as the Pre-Funded Warrants and Common Warrants are currently exercisable but are subject to a 9.99% beneficial ownership blocker provision. Michael Wachs, the managing member of Esousa, has voting and dispositive control over the securities held by Esousa. The address of the reporting person is 211 East 43rd Street, Suite 402, New York, NY 10017. Information in this footnote is based on a Schedule 13G jointly filed by Esousa and Mr. Wachs on April 6, 2026 and gives effect to partial exercises of the Pre-Funded Warrants with respect to 599,776 shares of common stock that occurred subsequent to April 6, 2026.\n\n \n\nSecurities Authorized for Issuance Under Equity Compensation Plans\n\n \n\nThe following table summarizes information about our equity compensation plans by type as of March 31, 2026:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(C)\n\n \n\n \n\n(A)\n\n \n\n \n\n \n\n \n\nNumber of\n\n \n\n \n\nNumber of\n\n \n\n \n\n \n\n \n\nsecurities available\n\n \n\n \n\nsecurities to be\n\n \n\n(B)\n\n \n\n \n\nfor future issuance\n\n \n\n \n\nissued upon\n\n \n\nWeighted-average\n\n \n\n \n\nunder Equity\n\n \n\n \n\nexercise/vesting\n\n \n\nexercise price\n\n \n\n \n\nCompensation Plans\n\n \n\n \n\nof outstanding\n\n \n\nof outstanding\n\n \n\n \n\n(excluding securities\n\n \n\n \n\noptions, warrants,\n\n \n\noptions, warrants,\n\n \n\n \n\nreflected in\n\nPlan category\n\n \n\nunits and rights\n\n \n\nunits and rights\n\n \n\n \n\ncolumn (A))\n\nEquity compensation plans approved by security holders (1)\n\n \n\n331,918 (2)\n\n \n\n$\n\n12.06\n\n \n\n \n\n15,960 (3)\n\nEquity compensation plans not approved by security holders (4)\n\n \n\n4,166 (5)\n\n$\n\n33.00\n\n \n\n \n\n83 (6)\n\n \n\n(1)\nIncludes the 2012 Plan, the A&R 2022 Plan, and the ESPP.\n\n(2)\nIncludes stock options to purchase 256,918 shares of common stock with a per share weighted-average exercise price of $12.06. Also includes 75,000 restricted stock units with no exercise price.\n\n(3)\nIncludes 12,252 shares of common stock reserved for issuance pursuant to the A&R 2022 Plan and 3,708 shares of common stock available for purchase under the ESPP as of March 31, 2026.\n\n(4)\nIncludes the Inducement Plan.\n\n(5)\nIncludes 4,166 stock options with a per share exercise price of $33.00 granted pursuant to the Inducement Plan.\n\n(6)\nIncludes 83 shares of common stock reserved for issuance pursuant to the Inducement Plan.\n\n51"}