VivoSim Labs Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the Fiscal Year Ended March 31, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the Transition Period fromtoCommission File No. 001-35996VIVOSIM LABS, INC.(Exact name of registrant as specified in its charter)Delaware27-1488943(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)11555 Sorrento Valley Rd, Suite 100San Diego, CA92121(Address of principal executive offices)(Zip code)Registrant’s telephone number, including area code: 858-224-1000Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.001 per shareVIVSThe NasdaqStock Market LLCSecurities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒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.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates based on the closing stock price as reported on the Nasdaq Capital Market on September 30, 2025, the last trading day of the registrant’s most recently completed second fiscal quarter, was $7,538,844. For purposes of thiscomputation only, shares of common stock held by each executive officer, director, and 10% or greater stockholders have been excluded in that such persons may bedeemed affiliates.The number of outstanding shares of the registrant’s common stock, as of July 10, 2026 was 3,494,071. VivoSim Labs, Inc.Annual Report on Form 10-KFor the Year Ended March 31, 2026Table of Contents Important Information Regarding Forward-Looking Statements PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities31Item 6.[Reserved]31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk38Item 8.Consolidated Financial StatementsF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure37Item 9A.Controls and Procedures37Item 9B.Other Information37Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections37 PART III Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 1