aibioVivoSim Labs stockholders elect two directors and approve split range
Tickers VIVS
At its September 30, 2026 annual meeting, VivoSim Labs stockholders elected Keith Murphy and Adam Stern and approved a reverse stock split range of 1-to-5 to 1-to-20.
Key facts
- Company
- VivoSim Labs, INC. (NASDAQ: VIVS)
- News type
- Company Updates
- Primary source
- VivoSim Labs, INC. 8-K (2026-10-06)
VivoSim Labs, Inc. (Nasdaq: VIVS) held its 2026 Annual Meeting of Stockholders on September 30, 2026, according to an 8-K filing submitted on October 6, 2026. Stockholders voted on six proposals. A total of 6,180,635 shares, or 37.26%, of the 16,586,495 shares outstanding as of the August 13, 2026 record date were represented virtually or by proxy, which constituted a quorum.
Directors, auditor and executive pay
Stockholders elected Keith Murphy and Adam Stern as Class III directors, each to serve until the 2029 Annual Meeting of Stockholders. Mr. Murphy received 2,070,729 votes for and 378,272 withheld. Mr. Stern received 2,069,436 votes for and 379,565 withheld. Keith Murphy also signed the filing as Executive Chairman.
Stockholders ratified Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2027, with 92.51% of the votes cast. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers with 76.33% of the votes cast.
Reverse split, equity plan and warrants
Stockholders approved, with 74.12% of the votes cast, an amendment that lets the Board effect a reverse stock split at any time on or before September 30, 2027. The Board will set the ratio within a range of 1-to-5 to 1-to-20, without reducing the authorized number of shares and without further stockholder approval.
Stockholders also approved, with 72.52% of the votes cast, an amendment and restatement of the Amended and Restated 2022 Equity Incentive Plan. The change increases the shares reserved under the plan by 3,165,000 shares and makes certain other clarifying changes.
The final approval concerned the July 2026 private placement. With 77.87% of the votes cast, stockholders approved, under Nasdaq Listing Rule 5635(d), the issuance of 4,705,883 shares of common stock on exercise of warrants from that transaction. They also approved reducing the exercise price of warrants issued on May 13, 2024 from $9.60 to $0.85 per share.
The business and recent results
VivoSim Labs describes itself as a pharmaceutical and biotechnology services company. It tests drugs and drug candidates in three-dimensional human tissue models of liver and intestine, and it offers partners liver and intestinal toxicology insights using what it calls new approach methodologies, or NAM, models.
In March 2025 the company sold its FXR program for $10.0 million, with $9.0 million paid at closing and $1.0 million held in escrow for 15 months. Future milestones of up to $50.0 million in aggregate are payable if the lead asset reaches key development, regulatory and commercial milestones. The company received a $5.0 million milestone payment in July 2026.
For the fiscal year ended March 31, 2026, research and development expense was $4.2 million, compared with $5.0 million for the fiscal year ended March 31, 2025. The company reported a net loss of $13.8 million, against $2.5 million a year earlier. The company used $10.8 million in operations, compared with $9.5 million. Year-end cash and cash equivalents were $11.3 million for fiscal 2025. Cash and cash equivalents were $1.7 million at June 30, 2026, according to a quarterly report on Form 10-Q.
What comes next
The board may use the approved reverse split range at any time on or before September 30, 2027, and it will set the final ratio. The stockholders also ratified the auditor for the fiscal year ending March 31, 2027.
The votes carry costs for existing holders. Shares issuable on exercise of the July warrants number 4,705,883, set against 16,586,495 shares outstanding at the record date. Repricing the May 2024 warrants from $9.60 to $0.85 per share is a steep cut that makes them far easier to exercise, and the plan reserve grows by 3,165,000 shares. The filing does not say why the board sought the reverse split range. Turnout was only 37.26% of shares outstanding, and Mr. Murphy drew 378,272 withheld votes and Mr. Stern 379,565. The company's fiscal 2026 net loss was $13.8 million, and its cash was $1.7 million at June 30, 2026, before the $5.0 million FXR314 milestone received in July.